Unnoticeable
by FrivolousThoughts
Summary: Peter Parker has been the infamous vigilante known as Spider-Man for a while now and after a month has passed since he fought the Lizard, Spidey finds himself caught up in an alien invasion which results in him discovering that he's not the only superhuman in the neighbourhood. Amazing Spider-Man/Avengers Assemble movie crossover among other famous Marvel characters.
1. Unnoticeable

**Author's Note:** This is something a little different than I'm used to writing and is actually a small part of Spider-Man's account of the Chitauri invasion in the Avengers Assemble movie.

And for those of you that may be wondering I will be updating my on-going story soon but these one-shots I've been writing just seem to write themselves, I'd rather get an idea out as soon as I've thought of it than keep it brewing in my head for a good while so I end up forgetting it.

This is just a fun little one-shot and I don't really have any plans to continue it as they're already so many great Spider-Man/Avengers crossovers, maybe some other time.

**Disclaimer:** I don't own the Amazing Spider-Man or the Avengers in any way, the character Spider-Man and all related content is owned by Marvel and Disney. The Avengers and all related content is owned by Marvel and Disney.

* * *

**Unnoticeable **

What was the word he was looking for?

Insane?

Well yes but that didn't quite cover it.

Impossible?

He'd think that wouldn't he.

Exhilarating?

Definitely but he didn't say that out loud or else people might of thought he was crazy.

He looked down at himself seeing the long sharp spider symbol stretched down his torso and intertwine with the sleek black webbing pattern running up and down his costume seamlessly.

"Oh yeah… too late" Peter muttered to himself as he leaped from the rooftop pressing his two forefingers down into the palm of his hand propelling a long strong thin strand of bio-cable.

The webbing as he liked to call it instantly snagged one of the weird creatures pinning it against a concrete wall before it could bring its golden sword down onto an unsuspecting man.

Peter had no idea what was going on, the thing had just appeared out of nowhere and tried to attack the closest person. Other citizens fled in terror screaming wildly as more and more of the creatures seemed to be appearing out of thin air.

The creature struggled under the strength of the webbing but couldn't budge, the man turned around and to his surprise found the talk of the city standing right in front of him.

"Spider-Man? What are you doing here?" the man questioned the oddly dressed individual before him prompting Spidey to point to the weird creature he had just immobilized nonchalantly.

"What does it look like dude? I don't just specialize in giant lizards you know" the young man joked before stepping closer to the weird golden armour covered creature.

The creature was pretty tall, definitely a few inches taller than Spider-Man and sported a kind of off coloured grey skin. The word alien immediately sprang to mind and Peter had to snap his head back as the creature tried to lunge at him, Spidey laughed as it couldn't quite reach him through the webbing.

"Aww what's the matter Fido? You feeling hungry?" he said before receiving a low growl from the creature and a tap on the shoulder from the man.

"Uhh… Spider-Man, I don't think you should tease him" the man was dressed in a dark blue business suit and had dark black hair.

"Yeah and why's that?" Spidey said but ultimately regretted it as he felt a familiar tingle light up his skull telling him to turn around.

Peter gulped but reluctantly did as he was told, the sight he was met with was several more of the creatures and they all seemed to be sporting angered looks and dangerous weapons. The man instantly moved behind Spider-Man as the teenager put his fists up ready to get them a little dirty.

"Alright, who's first? I've never punched an alien before so you guys can share the honour" he said trying to force his scared thoughts to the back of his head as he was still relatively new to the whole superhero thing and he had only dealt with common thugs and a nine foot tall lizard monster.

His quip was answered as all four of the aliens rushed him growling and roaring wildly, Spider-Man moved to the side and pushed the man behind him against the wall thus allowing both of them to avoid a sword swipe heading straight for their heads. The aliens seemed to disregard the man for the time being and focused their attention on the strange red and blue thing that was resisting them, Peter motioned to the man to make a run for it and the man reluctantly agreed. He didn't think himself to be the hero type but he could tell just by Spider-Man's voice that he was just a kid, the thought of leaving a kid alone didn't appeal to him in the slightest but he had seen the guy on the news take down a giant lizard whilst avoiding being arrested by the city's entire police force.

Spider-Man tried to gain the aliens' attention as their gaze was drawn to the fleeing man, they looked as though they were about to give chase. Sucking in a deep breath of air he leapt at the four aliens delivering a well-placed right hook to one of their jaws, the alien in question flew back making violent contact with a car bonnet. Peter's spider-sense tingled and he instinctively arched his frame backwards avoiding a dangerously close sword swipe, he lashed his leg out in the process knocking an alien in the chin sending it flipping wildly in the air and through a store window.

The two remaining aliens both rushed Spider-Man at the same time slashing their swords at him with a powerful intent to kill in their weird yellow eyes, Peter manoeuvred around each swipe thanks to his enhanced agility and reflexes and with a little help from his spider-sense of course. After a few seconds of dodging countless attempts to end his life he saw an opening and decided to take it, as one of the aliens brought it's weapon around to slice straight through Spidey's torso he rolled with the slash and placed his hand on the street's black top in the meantime. Having gained enough purchase he managed to push off of the street and kick the alien in the face bringing it to the ground hard, the last one standing glanced at his fallen comrade before tackling Peter to the ground in an angered frenzy.

Spider-Man managed to grip both of his wrists and apply some pressure but it did little to deter the alien creature, it pinned him to the street with golden sword in hand attempting to gain some leverage and wiggle it's way out of Spider-Man's grasp. It didn't matter if Peter let go though, one thing he could count on to hold the creature in place was his uncanny ability to adhere to almost any surface.

Focusing on the task at hand though Peter could feel the alien's horrid breath against the fabric of his red honeycombed mask, it wasn't a pleasant feeling and the sound of the thing's growls let Peter know it wanted his blood. The teenager shifted his body slightly under the heavy gold armour and smirked behind his mask when he managed to plant both of his feet firmly on the alien's torso, he struggled to stay silent as he pictured what was about to happen next.

"You don't have any wings so I'm guessing you can't fly, huh pal? Well you won't mind if I do this!" he shouted as the coiled muscles in his legs snaked out and sprang the alien about sixty feet into the air.

Peter sprang up from the streets hard surface and watched as the alien sprawled mindlessly through the air until it came crashing down and… hit another alien on a Flash Gordon kind of aircraft. Spider-Man audibly groaned as more and more aliens were appearing throughout the skies of Manhattan, he just didn't know what to do at that point. Muggers and thieves were one thing but a full scale alien invasion was a completely different ball game, he didn't know just how much he could make a difference in something as big as a city wide take over.

_But I have to try, I didn't stop the whole city from turning into giant lizards just so they could be enslaved by an alien race like a month later._

Bitter thoughts raced through his head as he took to the skies of New York slinging webs like there was no tomorrow, he needed to think. He needed a plan of some sort, he threw a glance back over his head to try and find where the source of the outbreak was and wished he hadn't when he saw what he was looking for.

The things were coming from a wormhole in the sky directly above Stark Tower, they were coming by the dozens and the sight almost threw Peter off of his swinging rhythm. The vigilante tried to stay low for the most part as he headed to the source, he didn't need any of the creatures noticing him just yet. He let go of his web-line and came to a stop on a building's rooftop by Stark Tower, surely Iron Man had something to do with what was going on.

_It's his tower they're using, shouldn't he be doing something about this?_

Peter thought as he heard several explosions from down below, he cautiously leaned over the rooftop to see something even weirder than gold armoured aliens running around. A group of unusual individuals stood on a suspended road leading away from Stark Tower and looked to be right in the middle of the threat, from what view he had Peter could definitely make out a giant green monster of some sort and the recognizable red and gold armour of Iron Man.

_Huh, the suit looks a little different. Maybe he's made some upgrades to the outer shell, I can definitely see some enhanced thrusters but—now's not the time to nerd out Pete._

He shook his head from side to side getting rid of any casual thoughts in the process, what else could he see down there?

An extremely attractive red-headed woman in a skin-tight black uniform of some kind and a very tall blond haired man covered in chain mail holding a… was that a hammer? One of the other guys seemed to be carrying a bow and a quiver of arrows, Peter silently hoped he was an excellent shot and the arrows contained explosives of some fashion because regular arrows weren't going to cut it.

The last and probably most recognizable, even when compared to Iron Man was a man in a red white and blue uniform carrying a perfectly circular shield with a star on it.

_No way…_

Peter's brown eyes glazed over behind his gold tinted lenses as the sight of the one and only Captain America stirred up some fond memories, his Uncle Ben had told him about the super solider and Peter didn't think much of it when he was a kid but now that he was staring at the patriot he had to admit it was pretty firetrucking cool. But there was no way that the man below could be the same one that went missing at the end of World War Two, it couldn't have been. That would make him like over eighty years old and he looked pretty good for an old man, shaking the star struck thoughts from his head Peter picked something up from his enhanced senses.

The kid didn't know the full extent of his abilities yet but it looked as though he was in close enough proximity to tune everything else out and listen in to what the group of super powered individuals were saying.

"Call it Captain" the metallic sounding voice of Tony Stark spoke first as Peter focused harder drowning everything else out to maybe get some information on just what was going on.

Captain America walked forward slightly, "Alright listen up. Until we can get that portal closed our priority is containment. Barton I want you on that roof, eyes on everything. Call out patterns and strays, Stark you got the perimeter. Anything gets more than three blocks out you turn it back or you turn it to ash" he finished.

Barton spoke up glancing at Iron Man, "You wanna give me a lift?" he said as Iron Man walked towards him.

"Right, better clench up Legolas" Tony quipped as he grabbed the purple and black archer and rocketed through the air holding onto him tightly.

Spidey snickered slightly but shut himself up as Cap continued this time addressing the tall blonde guy with the red cape, "Thor you gotta try and bottleneck that portal, slow them down. You got the lightning, light the bastard's up" the American icon finished as Thor began spinning the hammer in his hand.

_Wait, did he say Thor? As in the Norse God of Thunder? Well it would explain the hammer and heavenly blonde hair._

He shot off into the sky without any help whatsoever whilst Cap directed an order towards the red-headed woman, "You and me we stay on the ground. Keep the fighting here, and Hulk…" he trailed off as the big green monster grunted at him.

"… Smash" Cap finished resulting in the Hulk giving him a grim smirk in response.

Within an instant the Hulk thing jumped from the street and into the air with ease heading straight… heading straight for the building Spidey was on!

Fortunately though the big monster stopped short of the rooftop crashing into the side of the building dispatching alien after alien who seemed to be clinging to the structures surface, Spidey peaked his head back over the ledge of the building and silently wondered if he could sue those creatures. His attention was shifted however as the big green Hulk thing leaped from building to building smashing through aliens with frightening ease, as he leapt off somewhere else Peter could see the Thor dude in the distance flying towards the Chrysler Building.

The next thing he did was shoot lightning at the portal and Spidey wondered to himself what could he do that this team of heroes couldn't, by Peter's count the team had a World War Two hero leading them and a freaking God in the ranks. A walking talking WMD that could fly, a giant green bomb with an anger management problem just waiting to go off and two no doubt special agents who could probably kill you in five seconds flat and you wouldn't even have heard them breathe.

Peter shook his head as the skies were filled with aliens on small flying bikes of some kind and giant armoured fish that were causing trouble even for Iron Man, as he sat there wondering whether or not they had it in the bag or he could do something else and prove useful a scream caught his enhanced ears and his body was moving before he even managed to realize it.

Explosions were littered across the streets of Manhattan and people were running for their lives, cars were being flipped with such force that they were being flung into the sides of buildings. The scream he had heard belonged to a young mother who was sheltering her baby from the madness that surrounded them. A car had been flipped through mid-air and was about six seconds away from crushing her and her child, as the woman closed her eyes and waited for the inevitable the sounds of mechanical thwipping could be heard.

She slowly and carefully opened her eyes to see the black car suspended in mid-air just above her by thin white strands of… spider-webs? She turned her attention to the sky as the red and blue form of the masked vigilante know as Spider-Man swung by waving at her carelessly, she felt the sudden urge to wave back but thought against it and ran to find shelter away from the chaos as more explosions lit the street up.

_Let's see… Iron Man's watching the perimeter, making sure nothing gets lose. Maybe I could help with that, make things a little easier for him._

Spidey thought as he swung towards the three blocks mark away from the portal, the teenager made his way around the portal in a circle three blocks away and began tapping his web-shooters like there was no tomorrow… literally. He began making giant spider-webs between buildings hoping to catch some of the alien's mid-flight, the strands were hard to see during the day as it was so in all of the confusion they would go completely unnoticed.

_I just hope I don't run out too soon, what's a spider without his webs?_

Iron Man soared across the sky with several Chitauri aircrafts in tow and focused on the task Steve had given him, he needed to make sure they didn't get out and into the rest of the city. His eyes widened underneath the metallic helmet as he slammed on the thrusters of his suit in reverse causing all pursuing aliens to fly straight past him, Tony stopped mid-air and examined the sight of about seven Chitauri aircrafts caught in a giant net of some kind.

"Uhh… Barton, you seeing this?" Tony muttered the question through the communication piece in his helmet.

Clint touched two fingers to his ear as he spoke, "The giant spider-webs? Yeah, what about them?" he asked with a scowl on his face as he reared back his arm and shot off another arrow destroying yet another Chitauri aircraft.

Tony furrowed his brow beneath the helmet, "You're not even curious as to what made them?" he asked getting a little closer to the fibres for a better look.

"I know what made them, I can see just about everything from up here. Besides they're making mine and your job a hell of a lot easier so what does it matter? It'll be like shooting fish in a barrel" Hawkeye said through the comm piece as Iron Man hummed thoughtfully.

"Or aliens in a spider-web" Tony muttered as he snagged a small sample of the translucent material and tucked it away in a small compartment in his suit.

The Iron Avenger shook his head though as there would be time to analyse the strands later, he had a job to do and Cap was relying on him. As Iron Man blasted off to another part of the city Spidey peaked his head around the side of a nearby building and watched as Tony Stark's form shrank in the distance, he didn't need to be noticed right away as he still wasn't sure whether or not Tony would bring him in. The law said Peter was a vigilante because he took said law into his own hands but people like Tony Stark were flying around doing what he did with the aid of the police and the government.

_Absolute balderdash!_

Peter thought with a British accent snickering slightly as he did so, his brain did the most random things sometimes. Speaking of his brain a pulse erupted through it and Peter snapped his head back down to the streets below, there were still people in trouble and now that he'd turned a small chunk of New York into his own personal spider-web he was needed elsewhere.

"Tally-ho!" a muffled shout escaped his masked mouth as he took a dive towards the streets of Manhattan.

His enhanced vision picked up a few aliens approaching a small group of citizens with some kind of gold weapons that weren't swords, one of the aliens fired off a shot from the weapon and that was all Peter needed to know to see that they were highly advanced energy guns of some kind.

His spider-sense directed his aim as he shot out a web-line anchoring it from a nearby sky scraper, he let his form swing dangerously close to the ground as he hopped from car bonnet to car bonnet with the strand still in hand. With a small precise leap he jumped and swing-kicked the group of alien warriors nailing around four of them in one take, one of them was still standing and turned upon seeing the red and blue newcomer with the intent to harm clearly written across it's face.

"Man, so close. I'll settle for a spare though, I'm flexible if anything" Peter mocked as he fired a glob of webbing towards the alien encasing the barrel of it's gun completely as it pulled the trigger.

The energy shot ate most of his webbing away but wasn't powerful enough to fully remove the adhesive and the alien creature was blown halfway down the block letting out a screeching sound as it crashed into a turned over bus.

Spider-Man tilted his mask covered head towards the group of civilians and addressed them seriously enough, "Do you think you guys could get to safety any time soon? I mean I know I'm awesome but seriously… alien invasion and everything!" Spidey quipped waving his hands in the air frantically as most of the New Yorkers listened to him and ran for cover.

Most of them thanked him and some even recognized him as he was still fairly new to the superhero gig but a middle aged man had something else to say to him, "You think this is funny?!" he called out making Spidey stop dead in his tracks.

The guy pointed his finger towards the wall-crawler wearing an expression of disgust and disappointment, "I bet you're one of them aren't you? You're just pretending to be a hero so you can gain everyone's trust, well not me you miserable web-slinging hack!" the man almost popped a vessel as he voiced his disdain for the vigilante.

Spider-Man stood there completely silent for a moment, he'd never really heard the opinion of a New Yorker in person before. Peter had seen public reaction to him on television and the internet but to hear how much somebody hated him in person was a different experience altogether. The teenager swallowed a hefty bit of rage and drew in shallow breaths as he tried to think of a reply that didn't involve telling the guy to get bent.

"Well!? What do you have to say for yourself you wall-crawling menace!?" the man screamed once more and Spidey could almost smell his breath from a few feet away.

The stench of stale cigars and black coffee lit up his senses and Peter inwardly gagged, he considered just leaving the man standing there without a reply. As far as he was concerned he didn't deserve one for the way he had just mouthed off to him but the appearance of a woman apologizing on his behalf stopped him once more from taking his leave.

"I'm so sorry Spider-Man, Mister Jameson's had quite a morning" the brunette woman was quite pretty and her eyes matched her dark locks.

The supposed Mister Jameson went red in the face as he turned to the woman, "Miss Brant! Don't you dare defend him, he's a menace leaving all of his tacky little spider-webs all over this great city while real heroes like the NYPD try to fend off this invasion! Look at him, he's just stood there while people are—" the man's unbearable rant was cut off as more aliens descended upon them.

A good number of the armoured invaders surrounded the three New Yorkers and the Jameson guy was quick to grab Spider-Man's arm and spin him around to face him.

"Well what are you waiting for?! Do something!" he ordered as Peter shut his eyes behind the mask trying to think of something else instead of knocking the guy's head off.

Lucky for him he had some playthings to take out his anger on, in a flash he was out of Mister Jameson's grip and on the aliens like a predator in the wild hitting fast hard and precise. The red and blue blur tore through the group in a matter of seconds as Miss Brant and Mister Jameson looked on the scene trying to follow the figure as he mowed down alien after alien.

When the commotion was finally over about ten of the aliens were sprawled out along the street like rag dolls and Spider-Man was stood low menacing and tensed, he craned his neck to the right and saw the two citizens still standing there.

"I think you should probably find somewhere safe, you know… in case more show up" Peter spoke still a little shocked at just how fast he had moved.

It took a few seconds for the words to register but Miss Brant was soon pushing her boss away from the vigilante and into one of the buildings for safety, "Thank you" she called back at the man and received a small nod in response.

The teen looked back up to the sky and saw more and more aliens pour out of the portal above Stark Tower, he sighed heavily as he took to the rooftops once more listening out for any more cries for help that may have reached his ears. He just hoped that the rest of the superhero team could deal with the invasion and hopefully stop it before it consumed the entire planet let alone the island of New York.

* * *

Landing on the porch outside of his house in Queens with excellent grace and poise the figure of Spider-Man wearily but carefully crawled through his bedroom window, he knew his Aunt May would be fast asleep given the late hour it was and he had no intention of waking the woman. Partly because he didn't want her to worry about him as she always did but the other half of him was scared stiff of what she'd do to him if he was caught, the shadow shook his head from side to side getting rid of any unnecessary thoughts in the meantime.

The dim lit room cascaded across his strong athletic frame drawing focus to the dark shades of red and blue wrapped around his body, although his body was well hidden by the darkness the teenagers eyes stuck out like a sore thumb as two narrow gold tinted lenses looked around his surroundings. His room was still a complete mess, clothes were strewn all over the floor and his office desk was covered in various pieces of paper consisting of homework and small blueprints.

Walking over to the desk Peter switched on his computer and placed his right hand over the mouse of the machine, it wasn't like he was a complete glory hound but he wanted to see if any of his efforts had been noticed.

Overall the day had been a success in his book and as he pulled off his red mask and ran a gloved hand through his messy brown hair he had to take in the silence of the city for a moment. To say it had only been a day since the alien attack the city was well on its way to a full scale recovery, thanks in no small part to Stark Industries who were funding the clean-up of the small area of Manhattan that was totally levelled during the invasion.

But as Peter opened several webpages and brought up a few different news websites it was clear who was responsible for saving the day this time.

"Despite the devastation what has been confirmed as an extra-terrestrial attack, the extraordinary heroics of the group known as the Avengers…" the news anchor trailed off as another voice on a separate news page filled Spidey's ears.

_Avengers, huh? Well Spider-Man's not exactly original either._

"Yeah it's really great to know they're out there, you know? To know that someone's watching over us—" a common New Yorker began as an eager sounding woman cut him off.

"I love you Thor!" she shouted towards the camera and Peter couldn't help but smirk slightly.

More footage of kids re-enacting the fight came up and people getting tattoos of the heroes and haircuts and it was all basically Avengers fever sweeping the globe, parades were being held for the group and people were voicing their opinions on recent events as Peter leaned back in his desk chair and yawned silently.

"These so-called heroes have to be held responsible for the destruction done to the city, this was there fight. Where are they now?" the New York Senator was airing his own views on the super group that saved the city.

It seemed he stood against the idea of superheroes protecting people and then just disappearing without a trace, Peter had to admit the disappearing act was confusing but it didn't mean the guy had to ruin everyone else's fun.

_What a blow-hard._

Spidey thought bitterly as a sweet feminine voice filled his room, "What that this is all somehow their fault? Captain America saved my life, wherever he is and wherever any of them are just… I would wanna say thank you" a diner waitress gave her statement on another major news network and Peter smiled slightly.

He had found around twenty seconds worth of footage of him saving various citizens and fighting a few aliens but that was about it, Peter didn't mind though as he felt the most important thing was that nobody got hurt and they weren't all enslaved by an alien race.

The tall teenager got up and began the tired task of undressing himself so his Aunt wouldn't come into his bedroom and find him asleep wearing something he couldn't quite explain, as he finally peeled the last piece of his red and blue costume off he pulled a t-shirt and a pair of shorts on and hit his bed like a dead weight The pillow felt like fluffy heaven as he slowly drifted off to the land of dreams, he needed an early night for the next day as his bus to school wasn't going to catch itself.

* * *

"Hmm… interesting" the voice of Tony Stark travelled through the floor in his Tower reaching only one set of ears that weren't his own.

Pepper Potts made sure she didn't fall through the massive hole in the floor as she moved over to Tony's side and watched as he examined some kind of material at his desk. The strawberry blonde woman glanced over his shoulder to see a still full glass of latte she had made him about an hour earlier.

"What's so interesting to make you forget about drinking your latte?" she questioned leaning over his shoulder slightly to get a better look at what he was examining.

Tony leaned back as Pepper made contact with his shoulders and glanced up at her removing his glasses in the process, "The tensile strength is incredible. Not unlike something similar I've seen at Oscorp but the formula's been altered slightly, now I know that it holds certain properties of actual silk but it's much more than that. Like it's been genetically enhanced like the boy-scout" he trailed off as Pepper narrowed her eyes trying to focus on the small sample of webbing.

"Who? Steve?" she questioned but couldn't think of anybody else that had been genetically altered so she was sure about her answer.

Tony hummed, he knew who the webs belonged to. Clint had informed him about the arachnid vigilante making webs throughout the city, the guy people called Spider-Man. He got Hawkeye to pull up a few files about the guy but all he could find was a list of suspects the man had brought to justice and all of the commotion over the insane scientist Doctor Curtis Connors trying to turn the city into a lizard utopia.

"Maybe I should have stayed in Malibu" Tony muttered to himself but shook his head when he received a confused look from Pepper.

He smiled at her as he stood up and placed the sample of webbing in his pocket, "Doesn't matter. Let's work on these blueprints for our new project" he offered as he rolled out a few black holographic pads.

His better half began shifting through the designs on the new tower as Tony placed an arm around her back and took a swig of his latte examining the blueprints of the new project they had been working on, the aptly named Avengers Tower. Tony would definitely need to bring up the subject of the mysterious Spider-Man to the rest of the Avengers at some point but as of then he decided everyone deserved a well earned rest.


	2. A Day in the Life

**Author's Note:** So yes, I figured I'd continue this one. I don't know but writing for the new movie take on the character seemed to peak my interest and plus I can practice writing for a ton of characters I haven't wrote for yet. So aside from Peter Parker/Spider-Man you're literally seeing me write everyone in here for the first time properly.

I don't have any plans to make the story long but it's just meant to be a bit of good fun and a different kind of Spider-Man than I'm used to writing although still the same at heart, I'm not really going to be spending much time on the promise Peter made to Gwen's Father because I would literally be no good at that and besides there are already tons of great fics about Peter and Gwen's emotional troubles so I want to make this a little more action/fun oriented with some obvious Peter/Gwen fluff and maybe a... love triangle? Okay maybe not a love triangle but certainly some things that will test Peter's faithfulness for Gwen.

I'm going to introduce a ton of characters, try to at least and broaden the Marvel Cinematic universe so expect some cameos and appearances from people that haven't actually appeared in canon yet. So I'm basically diving straight in to things.

Peter Parker has been the infamous vigilante known as Spider-Man for a while now and after a month has passed since he fought the Lizard, he finds himself caught up in an alien invasion which results in him discovering that he's not the only superhuman in the neighbourhood.

So in short just try to enjoy the ride!

**Disclaimer:** I don't own the Amazing Spider-Man or the Avengers in any way, the character Spider-Man and all related content is owned by Marvel and Disney with Sony owning the movie rights. The Avengers and all related content is owned by Marvel and Disney.

* * *

**A Day in the Life**

Queens—Forest Hills—Parker Residence

**Knock knock knock**

May waited outside of his door for a few seconds before she spoke up, "Peter? Are you up?" the elder woman asked.

She received no answer and was about to knock again albeit a little louder than her last one but thought against it, sometimes the teenager frustrated her so much. It was much easier when Ben was around to set him straight, the thought of Ben Parker taking crayons out of a young Peter Parker's hands after he had just scribbled some kind equation onto one of their living room walls. They didn't tell him off too badly as he was just a boy at the time but Ben would laugh and ask his brother's son why didn't he like baseball instead.

Those were much simpler times and as such it was much easier to take care of Peter and give him the attention he deserved but as he grew older he began receding back into his shell, the boy was so brilliant at his school work but apparently failed to show any aptitude for sports. She had been attending parent teacher conferences for as long as she could remember and one complaint was always the same no matter how old he was.

Peter Parker was very anti-social.

This she knew and one of the many reasons she could think of was that people rarely understood a thing the boy was saying, he rarely spoke and even when he did it the things he would mention sailed straight above people's heads. But as soon as she thought about his lack of friends the thought of a young girl with blonde hair entered her head, the look Peter had whenever May would bring her up was priceless. If she could describe it she would say he looked uncomfortable but he always held a smile whenever the subject of Gwen Stacy came up, May didn't know just how close the two of them were and she would have liked to see much more of the girl but she hoped that if they were dating they were being smart and safe.

The last thing she needed was a grandchild running around at her age, the woman wasn't that old.

"Peter, I'm coming in…" May once again opened her mouth as she placed her hand on the doorknob.

Surprisingly the door was unlocked, she was readying herself to have to start calling out to him to unlock the damn door. As she turned the knob and entered the room carefully the unexpected aroma of sweat hit all of her senses, the woman was used to Peter keeping the window open to air the place out regularly but it seemed as though he must have forgotten.

As May opened the window carefully she turned to see Peter buried under his sheets sound asleep, his mouth was hanging open and a small bit of drool had stained his pillow.

"Lovely…" she muttered as she reached down to tap him on the head.

She started with a small gentle tap but when he didn't show any sign of response May flicked his nose, his eyelids shot open to reveal his chocolate brown eyes and his nose twitched slightly.

"I have an alarm you know" Peter mumbled leaning up into a sitting position.

May wore a small wicked smile, "Nothing of modern technology could ever wake you Peter. You've been a heavy sleeper since you were a baby" she said walking over to his office desk and wiping the surface with her finger.

"When was the last time you cleaned this room?" she questioned absent mindedly giving him a small glance.

Peter wiped his hand down his face before swinging both of his long legs out of his bed, "There was a last time?" he joked receiving a small glare from his Aunt.

The glare soon cracked into a smile as May laughed lightly, "Get ready for school Peter. You don't want to miss your bus" she told him just about to leave his room.

The brown haired boy looked over to her as she turned to face him by his door, "I'm making pancakes" May said more in a suggestive tone than anything else.

Peter nodded, "Yeah I'll be down in a sec" he muttered giving his Aunt a smile as she returned it closing his bedroom door.

Peter frowned slightly, he felt so exhausted. He hadn't been that tired since the night with the Lizard and since then he had just been back to dealing with petty street level crime, had the invasion really taken that much out of him? He felt like he had gone ten rounds with Doc Connors, Connors being his most difficult endeavour since he put on the red and blue spandex.

He shook his head trying to rid himself of sleepy thoughts before his gaze landed on his wrist, he wanted to use his watch to check the time but was surprised to find one of his web-shooters still strapped to him. Peter cursed to himself as he got up and stretched letting out a yawn as he did so, the teen stepped over to his desk and grabbed his phone sliding his thumb across the screen to pass the lock.

The small device read 7:32am and Peter had to be at Midtown by eight, he had already been late to most of his classes several times and couldn't afford to be tardy again. Although he had to admit that he was making great time recently and found a somewhat steady balance between his crime fighting activities and his school work, the hard part was keeping it up.

After taking a quick much needed shower Peter was dressed in jeans and a plain blue t-shirt with his suit underneath and was sat at the kitchen table with his Aunt, they hadn't said much to each other but Peter knew there was always something on the woman's mind. The television played in the background and Peter could hear his name being mentioned every now and then, well he could hear the name Spider-Man being mentioned.

He turned his head towards the T.V as a small clip of him and the newly established Avengers were being played side by side, he guessed maybe the media thought he and the new team were connected somehow.

_They couldn't be further from the truth._

He thought to himself biting down on a forkful of his Aunt's pancake, he turned back to his Aunt catching her brown eyes darting from the television screen back to him. Her expression was downcast and somewhat tired but she managed to smile despite it.

"I'm glad you weren't hurt" she muttered as she watched her nephew eat.

Peter paused slightly and his smile faltered, he held the fork in his hand tightly careful not to crush the small utensil under his strength as his teeth grit together. He had already thought over the possibility of May knowing about what he did with his spare time ever since the night he came home with the eggs but he wasn't quite ready to hear the words leave her mouth.

The woman that raised him stretched her arm over the table and placed her hand on his, "You went out to find a job. I was so worried about you that I fell asleep with the news on" she gave him a sad smile and Peter nodded profusely.

"Any luck with the job?" she questioned relinquishing her grip of his hand and taking a small sip of her cup of coffee.

Peter placed the slightly bent fork back down on his plate and clicked his tongue, "Not yet. I was thinking photography, you know something that wouldn't take up all of my time" the lanky teen explained gesturing to his camera hanging loosely around his neck.

May pulled the mug away from her lips and swallowed, "That's a great idea Peter. You take such lovely pictures" she commented remembering a small collage of Peter's she had seen at his school.

Peter smiled slightly at his Aunt's encouragement, "Thanks. Plus I'll be able to help out around here you know, pull my own weight" he offered but frowned when May held up one of her hands.

"Peter, that won't be necessary" was all she said giving the boy a stern look that told him she wouldn't budge on the matter.

The teenager opened his mouth to protest but was silenced once more by his loving Aunt, "I don't want to hear any more of it Peter. Now if you plan on continuing this discussion then we can do so after you get home but right now you better hurry up and finish breakfast, school is top priority" the woman said showcasing the fact that he was living under her roof and what she said went.

"But I could—" Peter's protests were cut off as Aunt May fixed him a firm rather scary look.

She began, "As long as you are living under my roof I will be the one who provides for the both of us Peter" May finished brushing a dark silver strand of hair away from her features.

Her nephew frowned, "I know but—" he chewed the inside of his cheek as she smiled at him interrupting him as she did so.

"Then what else is there to discuss?" the woman questioned with a hint of dry humour to her voice.

The messy haired brunette took on a bemused look as he stared down hard at his plate forcing himself to just keep his mouth shut, he didn't want to have to mention the passing of his Uncle as he himself had yet to adjust to things properly but he couldn't deny that his Aunt just wasn't being realistic.

Surprisingly before he could summon the courage to speak May beat him to the punch, "I know you think that because Ben is no longer with us you have to step up to the plate. But he wouldn't want that honey, he wouldn't want you to have to worry about things you're not ready to worry about. You're a brilliant boy Peter with a brilliant mind, please don't waste it by getting some average job" the pleading look in her dark chocolate eyes and tight grasp she held on his hand made Peter's stomach twist.

_I give her less credit than she deserves._

He thought as the woman was brave enough to do something he couldn't bring himself to do, utter one word about Uncle Ben.

May leaned back into her chair accepting his silence as compliance, "We'll get by. We always do" she finished bringing her mug up to her mouth again as her thin lips curled into a small smile.

Peter furrowed his brow but smiled nonetheless, the woman really was a Parker. Stubborn until the very end from what his Uncle had told him, he got up out of his seat finishing the last bit of orange juice he had and hugged his Aunt May. He moved to the front door and grabbed his bag as well as his skateboard and made his way outside, after he waved goodbye to May he ultimately decided to pass on the bus and just walk to school.

On the way to school Peter could see all of the destruction caused by the alien invasion being slowly repaired, it was unreal how many people were working together but he figured this was probably the best reaction to surviving an alien attack. As he passed several New Yorkers on the streets of Manhattan he couldn't help but notice some of the clothes they were wearing, some were wearing Captain America t-shirts while other opted more for the Iron Avenger and had Tony Stark style facial hair. Kids were running around with green face paint pretending to smash things and people genuinely smiled at each other, the teenager couldn't help but beam as the city seemed to be in the best of moods.

* * *

Manhattan—Midtown Science High School

Peter didn't have any room to use his skateboard but the trip to school wasn't that long for him anyway and pretty soon he found himself entering the school and fighting through its many seas of students to get to his first class, unfortunately he was pulled from his path as a familiar arm wrapped itself around his shoulder.

"Hey Parker, you see the news? Aliens man! Freakin' aliens! Unbelievable right?" Flash 'Eugene' Thompson practically screamed into Peter's ear as the latter pulled himself from the boy's grip.

_Try punching one of them in the face._

He smirked, "Yeah… unbelievable" he muttered slightly as Flash seemed to not even care what he thought.

The teen seemed to jab the air with a smile on his face, "My boy Spidey was out there saving lives and kicking E.T's ass!" Flash remarked earning something of a hidden grin from Peter.

_I can't believe Flash just called me his boy._

Peter thought resisting the urge to gag, sure the two of them seemed to be on good terms lately but that didn't excuse the years of torment Flash had inflicted onto Peter. As far as the secret vigilante was concerned the two of them were classmates and nothing more.

The brown eyed teen leaned against the rows of lockers they were stood by and folded his arms over his chest, "What about these so called Avengers?" he questioned only just noticing that Flash seemed to be wearing another Spider-Man t-shirt.

Flash scoffed earning an amused look from Peter, "Those posers? They're gonna be sorry movin' in on Spidey's turf" he said pulling open his locker and retrieving a few books.

"I don't know, one guy can't protect the entire city" a new voice joined the conversation as Peter seemed to visibly wince and Flash backed off well aware of who it was.

The jock held up his hands as he slowly left, "I'll leave you two love birds alone. Later Parker" he finished as Peter merely acknowledged his goodbye with a small nod.

Gwen Stacy took Flash's place and leaned against the lockers facing Peter, "I haven't seen you for two days" she stated fixing Peter with a firm no nonsense look.

Peter gulped, "I uhh… there were these aliens and—I was gonna call" he finished stumbling over his words slightly.

It was amazing how easily she could take the words straight out of his mouth, he fought thugs and the city's lowest scum and managed to mock them whilst doing it but a mere look from Gwen Stacy shut him up instantly. Of course he was still worried she was mad at him after the way he treated her, he didn't do it to hurt her in any way but the promise Captain Stacy asked him to keep weighed heavily on his mind. Peter thought that by staying away from Gwen he'd be protecting her but he had no idea it would be so hard, of course he broke the promise instantly and the two of them have been gradually easing the tension between each other but to say that it wasn't the same as when they first started dating would have been an understatement.

Peter was sure that they just needed to get back into the rhythm of things but what he wasn't sure about was how long it was going to take.

"I know, I saw the news. My mom wouldn't let me go out into the city, I'm glad you're alright though" Gwen said griping her books tightly to her chest.

She bit her lip and cast her gaze down to her shoes as Peter brushed a hand through his hair, "So… aliens huh?" she muttered as Peter couldn't help but crack a small smile.

He began, "Yeah apparently they didn't come in peace" he let out a weak joke as Gwen raised an eyebrow.

"Did you punch one?" she questioned letting the fact that her boyfriend had fought aliens sink in for a moment.

Peter shook his head and looked down to his feet before glancing back up to her blue eyes with a wicked grin, "I punched more than one" he whispered as Gwen returned his grin.

It was at moments like the one they sharing then that made their relationship special, yes Peter was in danger all the time and yes it made Gwen worry non-stop about his well-being but the fact that they were still two trouble making teenagers showed exuberantly. Plus the fact that they were both the biggest science nerds in their school didn't help at all but despite the laughter Gwen gave Peter a solemn look and took a hold of his hand removing the smirk form his face instantly.

She gripped it tightly before speaking, "Promise me that next time you'll let me know you're still alive" she said firmly.

Peter scoffed at the remark but felt himself almost choke when Gwen's grip tightened, it wasn't hurting him but he knew the girl needed some form of reassurance.

He leaned in slightly resting his forehead against hers as she closed her eyes, "I promise. Even when I'm so exhausted I could sleep for a week, you're the first person I'll call Gwen" the teen whispered making Gwen smile slightly.

The blush was evident on her face as he pecked the tip of her nose unexpectedly, she hadn't even seen him perform the act but the feeling of his lips brushing against her skin was unmistakeable. The girl still hadn't gotten used to how fast he was, Gwen intertwined her fingers with his as they walked off to their first class together. They had a lot of classes together so Peter could make a start on making up some of the time he had missed with her, first on the list was advanced science and as it were the two teens shared a strong passion for the subject as well as each other.

* * *

Manhattan—Newly refurbished Avengers Tower—Upper Floors

"Tony, I wish you'd stop obsessing over the local vigilante" Doctor Robert Bruce Banner spoke as he tapped the holographic computer in front of his work station.

Tony ignored him however and continued watching news footage of the hero in action, specifically fighting aliens like they had mere days ago. The billionaire narrowed his eyes before tapping the screen forcing the footage to freeze, he twisted the screen to his colleague eagerly and used his thumb and forefinger to zoom in on an image of Spider-Man.

Tony smiled, "Tell me what you see here" he said as Bruce merely sighed and shook his head.

He pulled his glasses off before wiping them with his shirt, "This is very unhealthy. I thought people were supposed to obsess over you and not the other way around" the gamma radiation expert placed his glasses back over his eyes and leaned in closer to the screen entertaining Tony for the time being.

Tony chuckled shortly, "Just tell me what you see and then I'll drop it… I swear" he spoke as he watched Bruce's eyes light up with interest.

"You've been saying that for a full day" Bruce complained as his brown eyes caught notice of what Tony wanted to show him.

The image of the red and blue figure swinging through the air was a blurry and unfocused one but Bruce could make out as clear as crystal that the man had some kind of red glow emanating from his wrists, the place he shot his web from.

Tony smirked, "I see you've noticed" he said pulling the screen away from Bruce's eyes taking another quick glance at the image for good measure.

Bruce leaned back into his chair, "So he made it himself. And those things on his wrists propel the adhesive in a similar fashion to a bow and arrow" the scientist guessed facing his head towards his own work waiting for Tony to follow up as he knew he would.

Tony shook his head, "He didn't make it himself. Like I told Pepper I've seen a similar substance at Oscorp, it looks like he adapted it and strengthened the formula. Don't give him too much credit, but you're kind of right about the things on his wrists only I'd say it worked more in the way of a crossbow than a bow and arrow" he finished but frowned when Bruce said nothing.

The playboy stepped out of his own chair and walked over to his friend's work station, "Got something on your mind?" he said taking a quick look over Bruce's research.

"No, you're the one with something on your mind. Something red and blue and I don't mean Cap, Tony if you're so intrigued about the guy why don't you ask Fury to bring him in or better yet go and find him yourself and ask for his autograph personally" Bruce finished hiding a smile of his own as the result of his own joke.

Tony backed off with his hands held up, "Little touchy today huh? Hey if you start turning green let me know beforehand, the fair prince told me about that cheap shot in Grand Central Station. Anyway if you don't mind I'd rather keep Fury out of this one, don't want his gentle approach scaring the guy off" he finished laughing to himself as Bruce remembered back to the invasion and said time he punched Thor for no good reason.

"So you're thinking of recruiting him? Tony, I don't know. I mean the guy just deals with street level stuff, like thieves and gangs. He looks out for the little guy, I doubt he'd want any involvement in something as big as this" Bruce spoke confidently pushing his glasses back up the bridge of his nose.

The genius philanthropist tilted his head and narrowed his eyes fixing the Gamma expert with a sceptical gaze, "So what? Now you're his publicist? So he's a little camera shy, big deal! You know word on the street is he has quite the mouth on him" Tony trailed off as Bruce gave a small chuckle.

"Word on the street? This isn't the nineties Tony" he said calling the man out on his out of date choice of words.

Tony gave a small sigh, "Yeah… don't remind me. Look if you're not up for it then I'll approach him myself and you better not tell Hook about this" he threatened waving his finger at his friend in a mocking fashion.

Bruce looked confused, "Hook? Fury doesn't have a hook" he uttered.

Tony paused, "Because of his eye patch!" he practically shouted feeling a little offended.

"Oh… yeah, that was a good one" Bruce said if only to shut Tony up for a little while.

Tony shook his head, "Alright that was terrible. Hey, maybe I can get a few pointers from the guy" he said grinning as he span in his desk chair.

Bruce sighed, "Yet another plausible reason to contact a known vigilante. Tony, the police have a warrant out for his arrest. We can't be seen with someone that'll jeopardize what we have, we're already under enough media and government scrutiny as it is" he explained trying to talk his teammate out of his decision.

Tony frowned for a moment, "Oh come on! Seventy per cent of things said about Spider-Man are total bull, you wanna know what I think? I think that the guy has enough of a hard time doing the right thing without us jumping on the 'Spidey is a menace' bandwagon, you think he needs the Avengers on his back as well as the authorities? And you know what? It wouldn't surprise me if Fury already had the guy on file and knew every damn thing about him right down to how many times he's flushed the toilet in his life, I could hack Shield's mainframe in about twenty seconds and learn everything I need to know about him and you know I could. But I'm not going to, you wanna know why? Because I'm going to do the decent thing and talk to him personally, I can't even look at you right now. We'll talk when I get home and you better believe I expect the kids to be in bed" the man finally finished his speech as he got to his feet and stormed out of the lab all the while staring at Bruce giving him the best angry eyes he could summon.

The Hulk's calmer side merely shook his head, "Why do I even bother?" he questioned himself as he turned his attention back to his work station now that he had some peace and quiet.

* * *

A few floors down…

Steve Rogers spent his time exercising and keeping his body in lean physical condition, the patriotic super soldier knocked another reinforced punching bag from its frame and let out a small grunt as he did so. The man was still frustrated and trying to find his place in the world, a world that had moved on without him. He didn't mind, Steve knew the world wasn't going to stop spinning if he should die but he just didn't expect such a drastic change in so few years.

That's how he thought of it, over seventy years had gone by to him but that was just a small snippet of time compared to the world's rich history. Who would have thought that after so many years he would still be taking orders? It was the same yet different in a way, different time yet the same principals. Different team yet the same heart and it was up to him to lead them, when he thought about it they really were a disaster waiting to happen before the Chitauri invasion.

The Avengers…

They'd managed to pull themselves together when it counted, they managed to assemble when the world needed them most but even Captain America knew that six people couldn't protect one world.

Steve's head shot up as he held a look of realization, the man had just been hit with an idea and he wasted no time sprinting out of his own personal gym towards the upper floors of the tower to share his thoughts with his teammates.

Steve saw the owner of the tower they were comfortably residing in head his way and gave him a smile as he waved, "Tony. I've just had an idea—" the misplaced in time super soldier was cut off as the smaller man stormed past him grabbing his arm in the meantime.

"No need boy scout, I'm already on it. Thanks for volunteering though, I don't like to talk to strangers alone" he mused straightening his suit as he dragged Steve along with him through the tower.

* * *

Manhattan Skyline

School was over for Peter Parker and after spending a few minutes walking Gwen home he donned his red and blue honeycombed costume and took to the skyscrapers of New York slinging his home-made webbing here there and everywhere, as the mechanical thwips of his web-shooters filled his mask covered ears Peter couldn't help but smile.

_I can totally do this._

Was all he thought, could he though? Could the teenager balance his social life with school and his vigilante duties as well? Plus he needed to provide for Aunt May as with Ben gone he was now the man of the house and the man of the house was supposed to provide for his family, was Peter going where we thought he was going?

_Maybe I should get a job._

The term stretching things would be an understatement, things were pretty hectic as it were but if he added a job to the mix then surely it would all fall apart. Peter flipped through the air ignoring the pointing fingers of onlookers walking the city streets below, the teen came to a stop looping around a flagpole and into a crouching position.

Although Aunt May had made it perfectly clear that she didn't want him getting a job and it would mess up the system he had going juggling everything in and out of the suit, Peter couldn't help but feel a nagging want to bring money home to his Aunt and take care of her. He may have been somewhat old fashioned but now it really was his job to look after her, his features turned downcast as he shook his red masked head casting aside his negative thoughts for the time being.

_Okay, what if I give it a while and see how things go? If things start going downhill then I'll go job hunting and Aunt May will just have to accept the fact that we need the money, as for what it'll do to my crime busting life style only time will tell._

Peter thought to himself having decided upon a definite course of action, the slim acrobat leaped into the air and shot a strong strand of his home-made bio-cable connecting the web-line with a building. He had gotten used to the swinging part of his patrols ever since he had trouble getting to Oscorp Tower, when he thought back to it he thought he found it difficult because he was playing it safe. Peter didn't make any unnecessary moves and tried to stay a little closer to buildings through fear of falling and the many wounds he had sustained fighting Connors at his school and evading the New York Police Department.

But as he swung through the city he felt much more at ease just listening to his spider-sense as it guided his aim, he literally didn't have to look where he was going and he would remained unharmed through the handy little sixth sense. Peter smiled absent mindedly, he remembered referring to his sense as 'spider-sense' for the first time and actually thought it sounded a little too predictable but as the weeks went by the name kind of stuck and the teenager had apparently grown fond of the title he had given it.

But as the city's resident vigilante swung with ease the subject his thoughts were settled on suddenly erupted inside his skull, Peter's narrow gold tinted lenses instantly snapped towards what he thought was causing it. Spider-Man swung in for a closer look and landed on the side of a building using his adhesive abilities to remain there seemingly cheating gravity, the boy's brown eyes gazed upon the scene that had gathered his attention and his interest and sense of justice peaked.

Several police squad cars were parked outside of a very pristine and influential bank, literally the cream of the high class crop and Spider-Man found himself wondering who the hell would be dumb enough to hold up a bank in broad daylight? Especially one that was so high-profile, Peter had heard rumours but according to a few media scandals the bank handled the money of mobsters and crime lords. Now Spidey didn't know who these crime lords were but he had a feeling that in his new line of work he was going to find out sooner or later.

_Well might as well crash the party and see who decided to throw this shindig._

With a few more thoughts Spider-Man wordlessly leapt carrying himself through the air and across the street, few noticed the shadow that flew across the floor mirroring the slim projectile in the sky and as such he managed to get by unseen. Peter headed vertically once he reached the building's concrete structure and flipped himself over the ledge of the bank finding his grey sneaker soles on the rooftop.

He glanced over to a vent and instantly knew what his move would be, it wasn't exactly original but he had to admit it seemed like it would fit his style.

_Who needs harnesses when you can stick to things?_

Peter thought smiling underneath his intricately designed mask as he quietly tore the grating off of the large silver vent and crawled inside, now Peter never thought of himself as the stealthy type but if it weren't for his inability to shut up and his primary coloured costume then the silent approach may have been his second choice to approaching the vigilante role.

As Peter crawled on it grew pretty obvious to him that his spider-sense was guiding him, the teen had never been one for directions but it was almost insulting how fast he found himself entering the bank. He came to another grating only this one was challenged by gravity, Peter silently pried the material from the vent and webbed it firmly in place confident that he wouldn't be in the bank for any more than a few minutes so he could just leave the same way he had entered.

The slim red and blue acrobat still wasn't aware of who he was dealing with so he decided to play it safe and hug the ceiling for now, at least in his unique position he had the element of surprise. After roughly about thirty seconds Peter found himself in the main lobby, what was unusual and struck some nerves or the seventeen year old was that he still hadn't come into any resistance whatsoever.

Spider-Man crawled slowly placing one hand in front of the other as he looked around the room from his upside down perch point, his brown eyes hardened slightly as he saw a few hostages tied up. He could make out a few of the clerks and a few of the bank's security staff, the latter all seemed to be knocked out. Aside from the bank employees he could make out a few customers, a few women and a few men and young boy and a pair of twin girls.

The hostages hadn't seen him yet and as far as he knew neither had whoever set up the whole thing, the looks on the hostages faces told him all he needed to know as they looked genuinely frightened. Some of the women and the children had been noticeably crying and Peter gritted his teeth together slightly, well nobody said the job was going to be all sunshine and daisies.

_Could whoever have done this already made it out with the money? That fast? I can't see anybody else around but I don't want to risk anything._

Peter thought as he felt himself sweat beneath the mask, his gut was telling him to just stay out of sight until the enemy showed themselves but his common sense was telling him to act and save them already. Spider-Man didn't want to stall anymore as he remembered the last time he failed to act when the situation called for it and it had cost the boy dearly.

Shaking bitter thoughts from his head Peter dropped from the ceiling alerting the hostages to his presence, it looked as though seeing him had made them just as frightened as they were originally. He couldn't blame them, especially with the way he was being portrayed in the media.

_They probably believe every word._

Peter thought as he cautiously glanced around the large lobby floor keeping his wits about him, he approached the hostages and they seemed to visibly tense in his presence as he crouched down to their height and began to untie them.

"Don't worry, I'm not here to hurt you. Trust me, I'm here to help. Now can any of you tell me what happened here?" Spider-Man spoke as he carefully peeled back a small strip of tape strapped across a blonde woman's mouth.

Miraculously she seemed to be comforted by his calm reassuring words and visibly breathed a sigh of relief, "Oh thank god. It's this woman, she said she wanted your attention" the blonde poured out shaking herself of her restraints as she began to help untie the other hostages.

Spider-Man seemed more than a little confused, "Wait a sec! One woman did all of this?" he questioned taking another glance at the two unconscious security guards.

The two guards didn't look particularly, in fact far from it. Both of them were physically larger than Peter and looked pretty mean to boot, he wasn't sexist but could a woman really have pulled it off all by herself? Without the aid of a partner or even a gun?

"Don't be so surprised Spider, you might hurt my feelings" a noticeably seductive tone echoed through the empty bank lobby and Spider-Man felt himself compelled to turn around and face the source of the voice.

Peter noticed the hostages step back from him a little as he turned his back giving them full view of his sharp red spider symbol but as he turned around all words he had prepared left his throat and he just couldn't find the courage to speak. His jokes were lost on him and any one-liner he may have had at the ready scampered back to the recesses of his cobwebbed mind, the only possible thing he could have determined at that exact moment was that the woman in question was drop dead gorgeous.

Platinum blonde hair grew down to the small of her back and a black domino mask sat elegantly above her this nose, the mask had no eye pieces and Peter could see her emerald green eyes sparkle with mischief. Beneath the mask his own brown orbs wandered to her incredibly form fitting outfit, a tight black leather cat suit accentuated her curves and her chest was prominently revealed in the eyes of the vigilante. He couldn't say for sure but Peter figured she had some kind of gadgets strapped around her belt and it suddenly became clear to him just what she was.

Summoning up enough courage to give a dry laugh Peter spoke, "You give a whole new meaning to the term 'cat burglar' huh?" he quipped as he tilted his head trying to keep his eyes above her chest and on her face.

_Her face with those inviting eyes and pouty lips…_

Spidey shook his head slightly as the woman seemed to be looking him up and down from a distance, "I like what I see. Doesn't leave very much to the imagination but all in all, meow!" the woman said purring with satisfaction.

And suddenly Spider-Man felt himself being ogled and objectified and he had to admit it didn't feel very nice, "Aren't cat burglars supposed to be low profile? I mean you might as well have painted a big red target on your boobs—I mean your head… crap" Peter said cringing at the naughty word that had just leapt right out of his big mouth.

The teenager literally felt the women behind him stare daggers at him while they covered their children's ears but none of it was more worrying than the smile the cat lady was giving him.

"Very forward, I like it" she teased licking her lips slightly as Peter felt every bit of his childhood die in a horrible soul shattering inferno.

And suddenly in an instant the woman had gone from grinning seductively to rushing straight for him, Peter found himself tense as he prepared for her assault but couldn't help but notice the way her cleavage seemed to—!

His spider-sense exploded as he found himself moving to avoid a swift swipe from a set of electrified claws, "Holy! Where did those come from?!" he shouted his bewilderment as the hit came fast and stinging.

Spider-Man found himself staying one step ahead of her as they danced around the bank lobby's floor, he couldn't deny that the woman was fast but his superhuman speed was more than enough for him to be able to counter it. But despite his superior strength Peter found himself inwardly debating on whether or not he should hit her, she was a criminal so that would justify his action wouldn't it? Somehow the reason didn't give the teen any comfort in the knowledge that he had actually struck a woman but as he found himself trying to look for an opening that wouldn't involve bruising the attractive feline Peter tripped over one of those bank pens they had on hand because nobody anywhere ever carried a pen with them.

The vigilante had no idea how it happened, he could have sworn the floor was open with nothing that would get in the way of their fight anywhere near them. Apparently he was wrong, as he fell in slow motion he noticed the glint of excitement in her eyes and wondered why on Earth she was happy about any it. His thoughts were soon answered as the woman had him in the perfect position to inflict damage and before Spider-Man could correct himself she slashed him straight across his web-patterned chest.

"AHHH!" Peter yelled out as he recovered cartwheeling away from the maniac in heels.

He felt his skin cut and the electricity surge through his body as he kept his eyes on her beneath the gold lenses, he traced his gloved fingers across his chest and felt blood soak through the material. It was the exact same spot the Lizard had cut him in their fight in the sewers and although healed since then it still felt pretty tender from time to time, Peter narrowed his eyes as he still couldn't for the life of him figure out how he had tripped over a pen of all things.

The woman in black spoke, "Looks like someone's having a run of bad luck" she said balancing one of her hands on her hip.

Peter furrowed his brow wondering just what she meant by that line but wondered why he even bothered asking when smoke grenades were tossed through the windows of the bank, the teenager quickly snapped his head to the side and predictably found the hostages nowhere to be found. Had he really been that distracted by the woman that they just slipped out of the bank without a whisper? Not even a thank you?

_Well I was kind of busy._

Peter thought turning his mask covered head back to the leather clad woman, he cursed to himself as she too had somehow slipped away without him noticing. The vigilante quickly made a move as he heard the police force outside in front of the building preparing to head in, Peter sprang back out of the lobby nursing his chest wound as he sealed it up with a patch of webbing. He fell back on his plan and crawled out of the bank using the same entrance he had used to get in.

When the red and blue figure emerged from the roof's ventilation shaft he spotted a note stuck to the floor, the vigilante scowled behind the mask as he gripped the note and read its penned words.

_**Sorry I couldn't stick around Spider but maybe next time we won't be so rudely interrupted, don't feel bad about losing though. You can just tell your friends there were ten of me, oh and Spider… never let a Black Cat cross your path. But I guess that little piece of advice is a couple of minutes too late, huh?**_

_**See you next time, stud.**_

_**Xxx**_

The note was then topped off with a large lipstick kiss in the lower right hand corner, Peter felt a little insulted about the entire exchange but was more than a little surprised by all of the attention he was getting lately.

_I finally manage to go out with Gwen and now this? Gwen!_

Suddenly Peter realized that he indeed had a girlfriend and found it unusually weird at how easy he had just forgot about her, how could he forget about Gwen? She was the girl of his dreams, Peter put it down to the fact that he had faced a woman that laid everything out on the table during their first encounter and the fact that he was losing some blood. In any case he decided to head home as it was already getting late and he preferred to stay alive for the most part, the kid wasn't a professional but he could clean up his own injuries.

But as he started on the journey back home to his cosy corner of Queens, Peter found himself with more than a few questions on his mind.

_Just who is she? And what the heck does she want with me? I wonder what bra size she is? No! Bad Peter! Was she even wearing a bra? Oh son of a—!_

He silently chastised himself for ever thinking about such thoughts while still in a relationship, one thing was for certain though. The kid really needed some sleep and nothing sounded better than the thought of his heavy head hitting the soft inviting material and allowing him to drift off to dreamland.

* * *

**Author's Note:** Good, bad? Maybe a little crude towards the end but it's all in good fun, leave some reviews and let me know and if you have any requests like if you want certain characters to appear then just say so and I'll see if I can make it happen.


	3. Changes

**Author's Note:** Wow, I have to say I'm surprised with the amount of feedback I'm getting with this story. I'm really enjoying writing this one so I'm glad you guys are having fun reading it.

I'm continuing to expand the world and add new characters so expect new and familiar ones to pop up virtually every single chapter.

**sliceoffriedgold:** Ha yeah I kind of did huh? I just wanted to make the point that I'm using a more comic booky Black Cat than the one they used in the Amazing Spider-Man video game, I'll tone it down a bit. And yes I can totally see Tony saying that, I'll see if I can use that next chapter.

**SailorSea:** It may seem a little soon to readers but remember that Peter's been Spider-Man for a little over a month and I'm not just throwing her in there for fun, I'm actually using her to get Spider-Man noticed in terms of the criminal world. You'll see what I mean a few chapters down the line, and I'm relieved to see I wrote the characters right because well this is my first time writing for anybody other than Peter Parker/Spider-Man. And don't worry Spider-Man will be keeping his identity a secret for the foreseeable future but there will be one or two people aside from Gwen who already know, I'm sure you can guess who one of the people is.

**Dragonskyt:** Hey thanks for the kind words, and I hear your Deadpool request and while I love the character I really wouldn't know how to write him in a move environment. I suppose I could just approach him in a comic book kind of way and write him the same way other authors write him but until I can figure out a way for him to appear he's going to be absent but don't worry I've already got a few ideas in mind.

**CrimsonQueen24:** Wow, thank you so much for the compliments. And you can be sure that when the Avengers do meet Spider-Man it's going to be awesomely amazing, no pun intended.

Thanks to everyone else who has reviewed, faved and followed the story so far. It's getting off to a fantastic start!

**Disclaimer:** I don't own the Amazing Spider-Man or the Avengers in any way, the character Spider-Man and all related content is owned by Marvel and Disney with Sony owning the movie rights. The Avengers and all related content is owned by Marvel and Disney.

* * *

Queens—Forest Hills—Parker Residence

The shadowy red and blue figure of Spider-Man entered his house's bedroom window with as much stealth as he could muster, it still wasn't that late and his Aunt May was sure to be up waiting for him to come home at any time. But first thing's first, Peter needed to get out of his suit and clean himself up.

Tiredly dragging his feet across his bedroom carpet Peter entered his own personal bathroom which made things a whole lot easier for him, the first piece of clothing he removed was the mask. Staring at himself in the mirror Peter could tell he was tired, his eyes were dark and his face looked slightly pale but he ignored it for the time being and proceeded to slide his costume off of his body. He stood there in the cold room wearing nothing but a pair of boxer shorts, the teenager gently traced his fingers along his chest touching whatever was left of his bio-degradable webbing and the four cuts along his skin.

He winced at the contact instantly but noticed that one of the cuts had already sealed itself up perfectly well, the boy smiled and knew that it wouldn't take long to recover. The cuts he had received had actually been his only injuries for a while, he had been so careful not to get himself hurt but he just couldn't explain what had happened at the bank with that mysterious Black Cat lady.

Thinking back to the moment he tripped Peter remembered the smug expectant look on her face as she watched him, did she plan it? Co-ordinate his every move around the floor and force him to trip? No, he may have been occasionally clumsy but Spider-Man wasn't that predictable… right?

_Wait… she said something about bad luck. Could she… could she have hexed me or something? Is that even possible? Or am I just over thinking things?_

Peter truly didn't know but one thing he did know was that he didn't like the sound of an enemy that could make him trip so easily, truth be told the boy was lucky she didn't completely skewer him when she had the chance but that wasn't the only thing that was troubling the teenager. Just what was she doing there? Did she even steal anything? He didn't see her sneak anything past him but there was a possibility that she could have done her looting before he even got there, one thing he was sure about though was that he was determined that the next time they meet he would be ready for her. He didn't have anything set in stone but he had been doing the vigilante gig for just over a month now and he had worked hard to at least clean up the streets of New York, he wasn't going to let anybody mess up his efforts.

Spider-Man didn't need some alluring thief making a fool out of him, Peter gritted his teeth together before almost punching the bathroom mirror. He halted himself though out of common sense, he didn't need a messed up hand to go along with the injury he had already sustained.

It seemed the cat burglar had really ticked him off, Peter didn't notice on the way home as he was too busy swinging and leaping but now that he had some time to think he really didn't like the idea of some common thief calling him out and taking a victory so easily.

He shook his head as he prepared to clean his wound thoroughly, maybe he needed to take some time off and get his priorities straight. Peter backed out of the bathroom after several minutes with a clean bandage wrapped around his chest tightly stopping any bleeding, he moved over to his closet and pulled out a pair of red slim fit jeans and a blue shirt. After he had dressed himself he glanced over to his costume strewn out all over the floor and pursed his lips, he sighed heavily as he knew he'd have to repair the suit and the process ate a lot of his time up.

Peter had considered redesigning the suit with less difficult materials and a much simpler design pattern, something that came off a little friendlier. After all he didn't want to scare the people he was helping and most of the time fear is all they felt towards him, the teenager sat cross legged on his bedroom floor and held the costume up in front of him.

He had to admit the more he looked at the full spandex suit the more he found flaws in the design, the costume accumulated dirt and grime easily. The slightly thick material sometimes restricted his movement and occasionally he found it hard to breathe through the mask, the gold tinted lenses painted everything in a kind of sunrise colour and the narrow size of the eye pieces sometimes made it incredibly hard to see.

_This is gonna be a long night…_

Peter thought to himself as he got straight to work on some concept designs of his brand new suit, he wanted to keep the primary red and blue design but the goal was to overall simplify it and make it much more practical in terms of use.

The next morning…

The boy had stayed up for the entire night and still wasn't quite finished on the suit, the design was naturally red and blue but boiled down to the absolute necessities. The silk screened black webbing design was gone and instead Peter opted to sew the black webbing design on by hand, it was much more natural and actually resembled a spider's web unlike the older sleeker design. He'd removed the red stripes from his legs and added a belt around his waist, the red spider on his back was smaller in size but remained pretty much the same in design. The symbol on his front was the opposite as it had been made slightly bigger and was now one complete shape instead of individual black pieces forming a spider.

The old red and blue gloves were gone in place of just red gloves covered in the black slightly raised webbing design, possibly the most noticeable change to the outfit was the eyes as they were much larger and friendlier and like his older ones still conveyed no emotion. Instead of the gold tinted colour they were pale white letting him see just as clearly as if he weren't even wearing a mask, as for the soles of his boots the grey colour was now gone in favour of a matching red.

He had divided the costume up into seven pieces, the two boots and the pair of gloves as well as the pants and the torso piece of the costume. The last piece of the puzzle was the mask and it was always the last thing he put on when suiting up, as he stared at himself in the mirror and turned his head accordingly taking a look at every angle Peter had to admit he looked pretty good in the new and improved costume.

Smiling to himself Peter walked back out of his bathroom and was fully prepared to start his day when his spider-sense went off for some unknown reason, as his head shot towards his bedroom door the teen realized the knob was turning. He coiled his legs and sprang up to the ceiling clinging to the smooth surface for dear life, predictably his Aunt May walked right into his room.

"Peter? How odd, I could have sworn I heard someone up here…" May wondered to herself as she glanced about the room looking for any sign that her nephew had been there.

Peter was silently watching from his perch sweating like he had just ran a marathon under the mask, he hadn't even used it properly and it would already need washing so soon. The young vigilante's brown eyes widened underneath his lenses as he noticed he had left his old torn costume on the floor, he couldn't risk it and had to make a move.

As May turned her head back towards the door the faint sound of a mechanical thwip could be heard and her head instantly faced the direction in which she had heard it, right above her. Miraculously she found nothing and didn't expect to either but something was telling the woman that she had just missed something but what it was she didn't know, shaking her head the woman was about to leave her nephew's unorganized room when a slight breeze sent a chill down her spine.

She averted her brown eyes toward Peter's bedroom window and found it opened wide, "No wonder this room is so cold" she mused to herself as she moved over to the window.

Seeing the sun beginning to rise May glanced about outside, birds were chirping singing about their lives as another day was about to begin. Despite the beautiful scenery May frowned still wondering where her boy could have gotten to all without the knowledge that a certain masked vigilante was clinging to the house right above her head, you'd be amazed how many people don't look up.

She closed the window and Peter breathed out realizing he had been holding the biggest breath of his life, he glanced to the tattered piece of blue and red material in his hand and decided to keep it for the time being. If he simply trashed it then that would open up the possibility of it being discovered by someone, he didn't know how but his paranoia told him that it would probably be traced back to him with little effort. Besides if he ever needed a spare costume then he needn't look any further.

He moved back inside his house with practised ease and pulled off his the gloves, boots and mask of his new and improved costume. Placing his clothes back over them and his mask in his pocket Peter put the rest of his costume in his bag and slung it over his shoulder, as far as his Aunt was concerned he was still out so he needed to call her and tell her where he was.

Pulling out his phone Peter speed dialled his Aunt's number and waited for her to pick up, while he hated lying to her about what he did when she wasn't around he felt was a little necessary in order to keep his secret identity.

He combed a hand through his brown unkempt hair as he heard his Aunt pick up on the other side of the line, "Hello? Peter?" she spoke a little worry present in her tone.

"Yeah, hey Aunt May. Listen I was just—" the lanky boy was cut off as May spoke up once more.

"Where are you? Where have you been all night? I was so worried, you can't keep doing this Peter" a stream of sentences were strung together as he heard her voice shake.

He tried to slow her down, "No Aunt May I was… I've been at Gwen's house all night. I just uhh… kinda forgot to tell you, I swear I'm fine" Peter said stuttering a little despite his quick thinking lie.

His Aunt was silent for a moment, he could practically hear her breathing down the phone. Actually he could hear her breathing through the floor, the boy pressed his ear up to the phone anticipating her response.

"Let me talk to Gwen" she almost whispered as Peter coughed slightly.

He stuttered once more unsure of just what excuse to give, "I—uhh… she… well I mean. She's asleep! She's still asleep, I don't wanna wake her" the boy tried valiantly.

He heard May sigh on the other end but it wasn't one of relief, it sounded like she was tired.

_Yeah, join the club._

"Peter Parker, I know when you're lying to me. Now if you really are where you say you are then put Gwen on" the woman almost ordered.

Peter winced, "I can't just wake her. Listen Aunt May, she's still asleep but we're going out to get some lunch later if you wanna meet up with us? She can tell you where I've been all night and if she doesn't then you can just strangle me, how's that sound?" he attempted to explain even throwing in a small joke for good measure making him sound more at ease.

Miraculously it seemed to work, "All right. But if I find out that you're lying to me…" May trailed off as Peter's face dropped.

He leaned his head away from the phone as the woman continued to explain just what she would do to him, she certainly had a creative imagination.

When she finally finished Peter hesitantly leaned in to listen once more, "Do I make myself clear?" she asked with a firm voice.

Peter's however wasn't as firm as hers. "Yes ma'am" he croaked out.

"Good, I'll see you at lunch" May said before hanging the phone up on the boy.

Peter put the phone back into his pocket once the shivers of fear went away, he could hear her moving about the house and knew that if he didn't want to be caught then he should get a move on. The teenager moved towards his window and climbed out of it, once he stepped out onto the roof of the porch he quickly hopped down onto the street below. No-one was around as it was still relatively early and it wasn't a school day so he had some spare time on his hands but not wanting to get caught by his Aunt, Peter broke into a sprint and before he knew it was already heading into the city.

* * *

Manhattan—Oscorp Tower—Lobby

"So this is Oscorp?" a strong voice belonging to none other than Steve Rogers spoke as he walked side by side with the slightly smaller Tony Stark.

The latter beamed, "Yep. Not as good as my company but impressive nonetheless" Tony said as the two made their way into the tall spire of a building.

As Steve opened one of the doors to the building Tony's face seemed to drop, "What's wrong?" the veteran asked as Tony waved his concern off.

He pointed over to the lobby, "No sofas. My lobby has sofas and a candy dispenser" he chided as Steve shook his head in amusement.

Naturally the two individuals were immediately noticed and as such were approached by various scientists and Oscorp employees, Tony smiled and waved but ultimately pushed past them all with polite comments. Steve however was still adjusting to the level of attention and respect he attracted but he managed to deal with it and merely mimicked Tony's actions. The two Avengers reached the secretary's desk and the woman behind it lit up at the sight of them, the woman had brunette hair swept closely to the back of her head and was very attractive.

"Mister Stark, Captain Rogers it's an absolute honour to meet you both" she greeted as Tony smirked.

Steve smiled sincerely, "Thank you ma'am but please call me Steve" he said as the woman blushed slightly wearing a small grin.

Tony cut in, "At ease soldier. Hi, I don't think I need any introductions but what about you beautiful?" he said giving her a smile.

"I'm Karen, if I may what brings the two of you to Oscorp?" she inquired trying to ignore the lingering looks Tony was giving her.

"She asks too many questions, my secretary doesn't ask so many questions" the son of Howard Stark spoke disregarding the fact that the woman was still in front of him.

Steve spoke next giving Tony a small nudge in the process, "Actually we're here to look into a few things. You wouldn't happen to know anything about Doctor Curtis Connors, would you?" the Man out of Time asked.

The woman paled slightly but answered nonetheless, "Well Doctor Connors was a brilliant scientist employed right here at Oscorp" she said glancing about maybe a little too cautiously.

Tony frowned, "Yeah we got that part but we want to know more along the lines of where is he now? I can make it worth your while" the genius taunted leaning over the desk a little too intently.

Steve grabbed his arm and pulled the man back, "Stark you have a girlfriend" he spoke in a hushed whisper.

Tony sighed, "Don't remind me Boy Scout" he said as the secretary watched the small exchange.

Steve looked back towards her, "I'm sorry about my friend here ma'am" he said trying to hide the small amount of shame brewing in his stomach.

Despite being hit on the woman smiled at the Captain, "It's quite all right but even if I wanted to tell you where Doctor Connors is now I'm afraid I can't. That information is private and will remain so until further notice, I'm sorry but it's company policy" Karen apologized as Steve frowned slightly.

Tony's lips however pursed into a smile and he walked off leaving Steve stood at the secretary's desk all by his lonesome, the billionaire blew a kiss towards the woman and walked out of the main entrance. Steve raised his eyebrows in confusion and gave Karen an awkward wave goodbye, she returned it and Steve found himself speed walking out of the building after Tony. All eyes were on him and the feeling of being ogled suddenly entered the soldiers mind, he literally hated so much attention.

Outside of the Oscorp building Tony waited with his arms crossed over his chest as Steve caught up to him, "What the heck was that about?" the man from World War Two questioned as Tony shook his head.

"The place gives off a bad vibe, I don't like it" he simply said with a smile on his face.

Steve's blue eyes lit up with more confusion but he chose to just ignore Tony's pet peeves for the time being, "Well regardless of the vibes that was a waste of time Tony. We're right back to where we started, personally I don't see why you're going to this much trouble to find the guy" he voiced his thoughts as Tony scoffed.

"Would you listen to yourself, the guy swings around Manhattan in broad daylight! I have a suit of armor that can fly, I'm pretty sure I could find him right now if I wanted to" he joked earning a collective sigh from Captain America.

Steve began, "So what was the point of coming here again?" he questioned his memory still a little hazy on just how he was roped into another one of Tony's exploits.

Tony smirked, "Well when you were wasting time with formalities and questions I did something a little more productive" he explained but was stopped when Steve held his hand up.

"The only thing I saw you do was hit on her, you better prey Pepper doesn't find out" Steve said making Tony hesitate slightly.

Despite the warning Tony regained his composure, "I didn't hit on her. I was merely placing one of these" he explained pulling out a small metal hexagonal device.

Steve felt a small amount of déjà vu hit him before he spoke up, "One of your decryption programs" he said remembering the incident on the Helicarrier.

Tony grinned, "I'm glad you remembered spangles. When I leaned over her desk I planted one on the side of her computer, if it's linked up to the main systems and I'm willing to bet it is then we'll know everything we need to know about Oscorp as soon as Jarvis is finished. I'm talking their deepest darkest secrets, which will probably cover how Doctor Connors turned into a giant crazy lizard monster and why Spider-Man was the one to stop him" he finished leading Steve back to the sleek black car they had arrived in.

The car door was opened by Tony's driver as Steve spoke once more, "You don't think he's involved somehow do you?" the blonde haired man inquired.

Tony clicked his tongue, "I'm sure it's not his fault but jumping from thieves and thugs to straight up mad science super villain? What was his motivation? Why did he think he needed to deal with it?" Tony was indeed curious as to why the resident vigilante suddenly turned his sights to bigger game.

Steve gave Tony an incredulous look as they entered the car and the door was shut behind him, "Not everyone needs some kind of motivation Tony. Maybe he just saw that people were in danger and decided to do something about it, I mean based on what you've told me if it weren't for him the entire city would be populated by giant lizards. The guy deserves a thank you at least" he finished as Tony raised his eyebrows in thought.

He opened his mouth to speak, "Not everyone's as forward thinking as you Cap" Tony said as Steve looked out of the car's dim black windows and glanced up at the imposing structure that was Oscorp Tower.

"Huh, bad vibes…" Steve muttered.

His gaze shifted to a slim tall teenager sprinting past the car, the boy pushed past several people shouting his pardons and excuses. Steve hummed to himself and guessed the kid must have been in some kind of hurry, the soldier still wasn't used to how everybody seemed to be running everywhere and in such a rush. It was nothing like his days in the forties, he turned his blue eyes back towards his friend and nodded at Tony. One thing that was definitely the same was that there was still a Stark practically running the world and having known both men very well Steve didn't seem to mind one bit.

* * *

Meanwhile rushing past Oscorp Tower…

Peter rushed past various New Yorkers shouting an assortment of 'excuse me' and 'pardon me' as he did so, the few thoughts he had on his mind mainly consisted of his Aunt May. It was unbelievable how the woman had completely overshadowed his worries about the Black Cat character he had met the previous day, the teenager found himself subconsciously rubbing his chest. The scratch she had caught him with totally caught him off guard, especially the electric shock that came with it.

Peter shook his brown head full of hair and continued to run, frankly he was impressed by how far he had ran without running out of breath. All the way from Forest Hills he had ran straight over the Queensborough Bridge and deep into Manhattan yet he still wasn't even out of breath, it was clear the teen had yet to reach the full limits of his unique powers but in the meantime he could explore them and figure out how to use them to the best of their ability.

Crossing the street and avoiding several cars seamlessly Peter stopped by a hotdog stand and quickly grabbed himself a snack along the way to Gwen's place, the reason he opted for running instead of swinging there was because normally when he was in the costume complications arose. Either he got distracted or someone was in trouble, it just always happened at the most inconvenient of times.

But it was as if somebody was out to spite Peter as something happened, nothing he hadn't seen before but it was still a big pain in the ass. Two middle aged men burst out of a betting store and sprinted away from Peter's direction, there was no mistake that they had stolen something as they were both carrying two duffel bags and attempting to run with them slung to their sides. Peter shook his head with a frown and with the same practised motion ducked into a nearby alley, the teen took his bag off and unzipped it taking some of its contents out in the process.

He took off his shirt revealing the brand new red webbed torso part of his costume and stuffed his shirt into the bag along with his red jeans and sneakers, he then zipped the bag back up and using the web-shooters strapped to his wrist webbed the bag firmly to the wall of the alleyway just high enough for only someone with his abilities to reach it. Then after putting his red boots and red gloves on, Peter pulled the newly made mask over his head and the slim form of the masked vigilante known only as Spider-Man emerged from the alleyway.

Ignoring collective gasps and in some cases screams Peter slung a web and pursued the two men he had spotted, naturally it didn't take long to catch up to them and Spidey couldn't quite believe that the police hadn't notice them yet running around with duffle bags full of cash in the light of day. Plus they were both wearing poorly made balaclava masks so that should have aroused some suspicion, right?

Spider-Man followed the two into another dark alleyway where low and behold a large shady van was sat waiting for them, Peter didn't want to turn the on foot chase into a car pursuit so he decided it was time to make himself known.

"Oh boys, are you forgetting someone?" he called out in a taunting voice landing at the mouth of the alleyway which was the only way out as far as he knew.

The two men immediately turned with a small look of horror present on their faces, Peter could even see it through the thrown together ski masks. The slightly smaller one was first to speak and Spider-Man was surprised to say he recognized the voice to an extent.

"You again? What is it with you wall-crawler? We're just trying to get our big score man, surely you can understand the troubled times we live in?" the man spoke dropping the bag to the dirty floor of the alley readying himself for a confrontation despite him already knowing the outcome.

Peter tilted his head as he approached them, "O'Hirn? Huh, I'm guessing you're Marko then. How're my two favourite crooks doing?" he playfully asked realizing just who he was dealing with.

Spider-Man had already ran into them several times after the whole Lizard incident, no matter how many times Peter put them behind bars for their constant thefts they always managed to pop up a few days later and quite frankly Peter was getting a little tired of it. It just showed how broken the system truly was but it disheartened the vigilante somewhat, knowing that despite his efforts the criminals got let out again and again.

The first man was Alex O'Hirn but word had spread that it wasn't even his real name, Peter had done some background research as a result of his many encounters with the duo. Apparently Alex had no real American citizenship and was only staying in the city because he was in the good graces of a few crime lords, Peter didn't know which ones but he had a feeling he was going to find out if he kept busting two of their goons over and over again.

They both took their masks off as Spidey had already seen their faces before, "Can't you just let this one slide web-head? The guy we robbed is way worse than us, we're just stealing back the cash he makes off of fake bets" the second man spoke.

His name was Flint Marko and unlike his partner he was a legal American citizen but that didn't excuse the fact that he was committing crimes, out of the two of them Flint was the most physically imposing but Spider-Man wasn't exactly worried. For all of the encounters he's experienced with the men they had never laid a hand on him, the two of them knew the outcome of the brief scuffles each time.

Peter crossed his arms, "That doesn't mean it's right to steal. So we can either do this the easy way where you both stand still and I web you up for the police or we can do this the even easier way where you attempt to attack me and I completely humiliate you, the choice is yours boys" Spidey said giving the two criminals an ultimatum.

Seeing as how the two of them were going to jail anyway they felt that they had nothing to lose, they rushed Spider-Man in hopes of landing at least one solid punch on him. Peter shook his head in disappointment as he dodged a few frenzied swings from Flint, it seemed while he was busy Alex attempted to tackle him to the ground. Peter hopped high enough to perform a perfect split in the air and the thug went crashing to the floor completely missing Spidey, as Peter landed Marko took another swing at his masked head and the vigilante snapped his head out of the way resulting in the criminal slamming his fist into a solid brick wall. Peter winced as the man howled in pain, he definitely heard a few bones break but to keep him in one spot the wall-crawler shot out a small glob of webbing sticking Flint's hand firmly in place.

Flint panicked, "Get this stuff off of me!" he yelled trying to pull and tear at the webbing.

Unfortunately for him the webbing was too strong and Flint only managed to get his other hand stuck in the process, Peter snickered from behind the mask.

"Good job Einstein, how many times has that trick worked?" he questioned rhetorically as Flint shouted random obscenities at him.

Spider-Man shrugged his shoulders ignoring the rude remarks, truthfully he had been called much worse since he put the mask on. But his ignorance was short lived as his spider-sense rang through his head allowing him to dodge a knife thrust, Peter pivoted on the spot finding O'Hirn attempting to slice him up with a small combat knife.

Peter smirked slightly underneath the mask, "Oh cool toy! You got any more goodies I should know about before I break your jaw?" granted it was a little darker than what he usually said but he was in a slight rush.

However the threat had the desired effect and Alex paused for a split second with sweat rolling down his face, he was about to open his mouth to reply but was way too slow for what happened next.

Spidey's red fist shot out tagging the man straight across the jaw, "Made you blink!" he remarked as the rather small form of O'Hirn slouched to the ground completely blacked out.

Peter turned to see Flint still attempting to tear through the webbing and merely sighed, "Listen buddy I'd love to stay and chat but I've got somewhere I need to be. You being conscious kind of makes this a little harder so I'm gonna give you a choice, which would you prefer: to be unconscious or insulted?" he finished watching as the man's expression turned to a confused state.

He stuttered, "I… I—" his voice was cut off as Spidey spoke up again.

"Good choice" he merely stated hiding a mischievous smile underneath his mask.

Rounding the corner into the alleyway two police officers drew their guns ready for a confrontation with the thieves that had been reported stealing a large quantity of money from a betting store, "Four-David-nine. We are in pursuit, we are—!" one of the cops voice trailed off as he stared up at quite the spectacle.

"Holy—!" his partner remarked in sheer bewilderment.

The spectacular site that met their eyes was a giant spider-web spanning across the entire alleyway with a figure wrapped up in its strong confines, as the officers looked a little closer they could make out words in the silk.

_**BED WETTER**_

The cops allowed the words to register before the two of them broke out into loud snorts, "What the #$% are you laughing at?!" Flint screamed suspended by his arms and legs from an artificial web while O'Hirn lay unconscious drooped against a wall.

* * *

Elsewhere…

Peter smiled beneath the mask and was suddenly feeling much better now that he had had some fun, actually the little bust up with the two thieves had given the brown eyed teen an obligation to web-sling to Gwen's apartment which despite his enhanced speed was much faster than running. Another thing that was making him feel much freer was his newly improved costume, the fabric he had used was extremely comfortable and breathable.

The red and blue figure swung through the air and rounded a building as people pointed up at the sky spotting him, Peter was relatively close to Gwen's building and was at the perfect trajectory to slingshot himself up to her fire escape. He fired a shot of bio-cable and pulled on the line propelling himself up to his girlfriend's window careful not to actually crash through the glass, he landed without a whisper sticking to the side of the building as he looked in on her.

Peter looked around her room and saw that it hadn't changed much since he had last visited her but his eyes were ultimately drawn towards the slim female blonde sat at her desk typing away at her computer, the teenager wore a lopsided smile and gently tapped on the window.

**Tap tap tap**

The result was instantaneous as Gwen whipped her head around smiling at the sight of Peter in an all new costume, her eyes grew curious as she approached the window and with Peter's help opened it.

Peter took his mask off and grinned, "Hey. You would not believe the morning I am having" he joked as he stepped into her room after receiving a nod telling him it was okay to do so.

She laughed sweetly and looked him over a few times, "What was wrong with the old one?" she questioned and Peter lazily dumped himself onto her bed.

"Nothing, not a thing but I just made a few modifications and changed the design slightly… why? You don't like it, do you?" he asked as a frown formed on his face.

Gwen rolled her blue eyes as she sat down next to him, "Of course I like it. You're my boyfriend, I have to like everything you wear" she said earning a confused smile from Peter.

"I thought I had to like everything you wear" he said but Gwen placed a hand on his shoulder.

The girl beamed, "I don't run around in spandex" she teased as Peter shook his head earning a small giggle from the girl.

But then a thought occurred to Peter, "Wait a sec… I thought you liked it because it showed off my butt" he said drawing out the last word a little.

Gwen immediately blushed and slapped his shoulder slightly, "Yeah well that's supposed to be for my eyes only not the entire population of New York" she replied making Peter lean up to her and grin.

"What you don't think criminals notice my shapely backside, I bet when I'm swinging away they say to themselves 'whoa that guy must workout'" the vigilante joked as Gwen laughed heartily.

But after her giggles had stifled themselves her face grew a little curious, "So did you come here to just talk about your butt or…?" she questioned as Peter's face suddenly switched to one of slight worry.

He bit his lip, "I can't believe I almost forgot. You and I are meeting my Aunt for lunch, she wanted to know where I was last night and I told her I was with you" the boy explained as Gwen folded her arms.

"But you weren't with me" she summarised as Peter nodded profusely.

"Yeah, yeah I got that but I kinda maybe sorta lied to her" he regretted what he had just said the second the words left his mouth as Gwen looked at him disapprovingly.

Peter held up his hands, "I know, I know I'm a terrible person but I didn't want her to know what I was doing last night so… I'm sorry I got you involved but yours was the first name that popped into my head" he finished trying to avoid Gwen's burning gaze.

She sighed however after a full minute, "Fine but I want to know exactly what you did last night" Gwen said forcing a small groan out of Peter.

The teen got up and paced her room with speed that surprised her, "I came across this bank and just thought it was being held up by normal guys you know? But when I went in and found some of the people who were still in the bank tied up and gagged I kind of thought something strange was going on, then I got the tingles and before I knew it I was being attacked by this hot cat themed burglar" he finished drawing in a breath of air.

Gwen's arms were once again folded over her chest and her blue eyes narrowed at Peter, "You thought she was hot?" she asked in a small angered whisper.

Peter's brown orbs widened, "No! I—she's totally not hot! She's the opposite of hot, she's so cold it was like I was fighting a snowman! I know that doesn't make a lot of sense but could you just forget the part where I said she was hot, that really isn't the part that had me confused" the teenager practically pleaded as he stumbled over his sentences.

Gwen gave him a sceptical look, "Okay then. What had you so confused?" she asked.

Peter sighed, "When we were fighting I was doing good. You know, avoiding all of her attacks and stuff but then like out of nowhere I trip over a pen and she uses me as her own personal scratching post! It was like she knew what was about to happen and took advantage of the situation, you don't think she could have planned me tripping do you?" he asked rushing a red hand through his brunette hair.

Gwen sighed and decided to approach the situation seriously and forget about the fact that her boyfriend had been involved with a 'hot' cat burglar, "Okay. Is it possible that she manipulated your movements? You know positioned you and then pressed her attack until you tripped?" she offered the explanation but Peter shook his head firmly.

"No, she didn't manipulate me. My movements are way too unpredictable, half of the time I don't even know what I'll do next. My spider-sense didn't even register the danger, it was as though the pen appeared when it needed to appear as crazy as that sounds" he said pointing to his head when he referenced his special sense.

Gwen smiled but raised an eyebrow in confusion, "Spider-sense?" she questioned laughing slightly.

Peter narrowed his eyes, "Yeah. Got a problem with the name?" he questioned putting on his best Clint Eastwood impression.

Gwen shook her head with a smirk taking note of how childish her boyfriend was, "Well joking aside maybe she has powers. You know, like those mutants you hear about on T.V… wait you're not a mutant are you Peter?" she teased as Peter shook his head.

He laughed, "No. I already told you Gwen, I was in the wrong place at the wrong time where a spider decided to punk me" he finished but decided to get serious again.

"So mutants, huh? I don't know, I've never actually met one. I mean don't they just look exactly like us? I don't see the problem with them, it's not like they wanna destroy mankind right?" he joked but Gwen shook her head.

"Don't jinx it Pete" she merely stated and rose her head to see Peter's eyes light up, in fact she almost expected for there to be a light bulb hovering above his head.

Peter grinned, "That's it! She jinxed me! That little—Gwen you're a freaking genius, this has been bugging me all night" the boy gushed as Gwen rose to her feet to try and calm him down.

She hushed him, "My mom is making lunch and my brothers are playing a video game so be quiet" she almost ordered him as Peter saluted pulling the red mask back over his head.

His new wide white lenses stared at her blankly, "Gotcha but I can't exactly just suddenly appear from your room so I'll head out through your window and get changed. I'll meet you outside of the building" he said climbing out of her window with ease.

Gwen nodded but pulled him back inside by his arm and peeled his mask up to the bridge of his nose, the girl planted a firm kiss on him before pulling away. Peter grinned smugly before leaping from the fire escape and disappearing into the same nearby alleyway he had stored his bag in before he had to bust up the two goons.

* * *

High above Manhattan—S.H.I.E.L.D Helicarrier

Tony Stark and Steve Rogers were currently sat quietly around the triangular table on the Helicarrier's control deck, the ominous Director Nicholas Fury was stood before them with S.H.I.E.L.D Agent Maria Hill stood on hand to the right of him. The Director wore a slightly annoyed expression and while Tony merely leaned back in his chair and placed his feet on the table Steve was a little more concerned, the cause for his concern being the Director summoning them to the Helicarrier.

While Steve waited respectfully for an opportunity to speak Tony did not, "What is it this time Fury? Do you want me and Cap here to fix something you broke?" he questioned receiving a small glare from Agent Hill and Steve.

He ignored the both of them and shrugged his shoulders while Nick chuckled slightly, "Not everything revolves around you Mister Stark. No, I think you both know why you're here" he explained as a small holographic projector in the middle of the table lit itself up.

Steve tilted his head to Tony and furrowed his brow while Tony just shook his head, "And what would that be? Another invasion?" he joked as Fury shook his head.

"Not this time I'm afraid. Captain Rogers, I'm under the impression that you have some ideas for the future of this team. Care to share them with Mister Stark?" the Director said taking a seat across from the two Avengers.

Tony turned to his fellow teammate, "Have you been keeping secrets from me Steve?" the billionaire teased with a smirk.

Steve shook his head, "They were just some thoughts I had yesterday" the soldier said receiving a curious look from Maria.

"And what would these ideas be Captain?" she questioned as Tony smiled.

He began, "Yeah why don't you enlighten us" Tony said resting his head in one of his hands.

"I was thinking that the Avengers… they may be Earth's Mightiest Heroes but can we protect the entire Earth? I don't think so, I mean we barely managed to contain the invasion. So it led me to consider recruitment but are there any others like us? Would they even be willing to join the team? With Thor back in Asgard and Natasha and Clint being sent off every other week because of their jobs here at S.H.I.E.L.D we need people who can devote most of their time to the initiative, right now there's just three of us sir. More members would be a big help" Steve explained as Tony raised his eyebrows in surprise.

The truth was he hadn't considered recruitment, maybe it was because he was too wrapped up in his own personal affairs. Renovating the tower, making sure Pepper could handle the company on her own. Actually thinking about it recruitment would help out a heck of a lot, they'd have more people on hand so they wouldn't get spread too thin and more members meant more public awareness for the Avengers and who doesn't love superheroes?

"You know what I think?" Tony remarked gaining everyone's attention present at the large table.

He glanced towards Fury and back at Steve before finally speaking again, "I think that's a great idea. I mean Steve's got a point, we can't be everywhere at once. There are only six of us, what's wrong with expanding the ranks. Hell I'm willing to bet you've already got a list of possible candidates" he finished turning his attention towards the Director of S.H.I.E.L.D.

Steve as well as Agent Hill fixed Fury with a questioning look, "Sir?" they both said simultaneously.

Nick pulled a small remote out of his black leather overcoat's pocket and tapped a button on the device, "What you are seeing here is a list of potential candidates for the Avengers Initiative. Think of this as a phase two, we've had these individuals under observation for quite some time now. Some of them know they are being watched much like you Stark when I first approached you, while the others have no idea and it will stay that way until we decide to reveal ourselves to them" he finished as the two only Avengers present in the room as well as Agent Hill leaned in closely for a better look at the holographic display.

A light blue image of a man seemingly in his mid-twenties appeared with a messy unkempt hairstyle, the word 'Wolverine' was hovering above his face and he didn't look particularly friendly.

Fury motioned towards the projection, "According to the government this particular individual is James Howlett. I know him as Logan, he's worked with S.H.I.E.L.D many times in the past providing his abilities for the greater good. He's a mutant with a powerful healing factor and the ability to manifest bone claws from the back of his hands though not much is known about his early life, I'm not even sure I wanna know. The man is said to have been born at some point in the late 1800's and according to various accounts has fought in every single major war since then, he survived a top secret government experiment grafting an indestructible metal alloy to his skeleton including the bone claws which literally makes him almost impossible to kill. Throw in one hell of a temper and you've got yourself the ultimate weapon" he finished as Steve and Tony glanced at one another.

Steve didn't look convinced but Tony looked a little concerned, "So we're recruiting killers now? Is that it?" he questioned as Steve followed up.

"Sir, the Avengers is hardly the team for the likes of someone so feral. Maybe this would've flown back in my time but not today, the way we do things don't involve killing" the soldier said as Fury nodded.

"You two are aware of Agent Barton and Romanoff's pasts, aren't you?" the mysterious man questioned making Tony shift in his seat slightly.

Steve however remained unfazed, "What Clint and Natasha do outside of the Avengers is none of our concern but we're not agents of S.H.I.E.L.D. If this 'Wolverine' is as unpredictable as you say he is then how can we possibly trust him to keep his temper in check?" he questioned as Nick smiled.

"All right then, vito it is" he commented before pulling up another image on the small holographic display.

Another image of a man came up, a blonde haired blue eyed one with the word 'Ant-Man' appearing over his head.

Fury opened his mouth to speak, "The man you're seeing is Doctor Henry 'Hank' Pym. He—" before he could continue however he was interrupted by Tony.

"Pym! You're bringing Pym in on this one?! The guy's a self-centred blow-hard with a God complex, he has no respect for his superiors and his science sucks!" he shouted as Steve turned to him in surprise.

He gave the man a confused look, "Would I be wrong in pointing out that you was just like that? Before the Avengers you were arrogant, cynical and never took anything serious Tony" Steve lectured him making Tony shake his head.

He replied, "But I learned Steve. I knew I was creating the problem within the team and I put on my big boy pants and fixed it, this is different. I've worked with Hank and the only thing that he would bring to this team is an ego the size of the Hulk" he finished as Fury seemed to look at him incredulously.

He fixed his one eyed gaze on Tony, "Are you sure we're talking about the same guy Stark? I've met Doctor Pym and he seemed to hold a lot more respect than you do" Nick said but Tony merely scoffed.

"Yeah, to you he may be a saint but when it comes to the scientific community he has to whip out his prized discovery every time" Tony complained as Steve cut in.

He cleared his throat, "Prized discovery sir?" he questioned as Fury sat back in his chair.

"He's referring to something Doctor Pym discovered, a rare group of subatomic particles that can either reduce an object or a person's size or restore them to back to normal. He named the discovery the 'Pym particles' and we've been watching him ever since" he finished as Steve raised his blonde eyebrows.

"That's incredible" he remarked as Tony glared at him.

Nick smiled slightly, "All right then. So Doctor Pym is a consideration" he said before hitting the button on the remote yet again.

The third image was of a woman, a very attractive woman actually as Tony couldn't resist the urge to wolf whistle. Steve wore an amused smile as Maria rolled her eyes but Nick tolerated the billionaire's behaviour and merely ignored it, the word 'Wasp' was present this time around hovering over the woman's short brunette hair.

Director Fury began, "This is Janet Van Dyne. A student of Pym's who was subjugated to a bio-chemical process involving his 'Pym particles', the results enable her to shrink her size to that of an insect at will and grow a pair of insect like wings for the ability of flight. She's literally the living proof that Pym's discovery actually works" he finished as Tony leaned in examining the woman's face.

"Does she have a boyfriend?" he questioned as Steve reached across the table and pinched his arm.

Tony reacted by slapping his arm away but Steve spoke, "I thought we talked about this?" he said as the playboy nodded his head in understanding.

Fury spoke next, "I believe she's currently dating Doctor Pym himself" he explained casually glancing towards Agent Hill shaking his head in disappointment.

Tony beamed, "How do you think he managed to woo her? Hey baby, wanna see my 'Pym particles'? Don't let a name like Ant-Man fool you" he joked as Steve bit back a small smile.

Nick actually chuckled, "All right so what's it gonna be?" he asked as Tony and Steve exchanged a small look.

Steve decided to speak, "Well given the fact that we currently only have one female on the team I think it'd be wise to remedy that" he finalized as Tony cut in with his own remark.

"Yeah, you know how the media are. The last thing we need is to be ousted as a sexist superhero team" he said dusting the tie to his suit off.

Fury nodded as he pressed the button for the final time, the resulting image was of another woman however this one had long blonde hair and blue eyes. The words 'Agent Danvers' appeared above her head and Tony and Steve looked to Director Fury for some kind of explanation, they got it when Nick motioned to Agent Hill to open one of the many doors on the deck and out stepped the woman herself.

"Tony Stark, Steve Rogers… this is S.H.I.E.L.D Agent Carol Danvers. One of our best actually, she came into contact with unknown alien technology after being sent to retrieve it. Apparently the technology exploded killing several agents but not her, we've run some tests and found that her genetic structure has been altered on several levels granting her many abilities. Flight, superhuman strength and enhanced agility as well as enhanced speed and durability. We're still running some tests so we don't know the full limits of her powers yet" Nick finished explaining as Steve and Tony got up and out of their seats to greet the woman.

Steve smiled as he shook her hand, "Ma'am. It's a pleasure to meet you, I'm Steve Rogers" he introduced himself as Carol smiled.

"Hello Captain Rogers, it's an honour sir" she replied as Tony effectively nudged Steve out of the way.

"Hi, I'm Tony Stark. Let me ask you a question Miss Danvers, do you wanna be a superhero?" the genius asked receiving a small look of hesitation from the woman.

Steve was about to protest when Carol spoke before he could say anything, "I don't know about that but I do know that I want to use my abilities to help people. If that makes me a superhero then I guess I can live with that" she answered as Tony smirked.

"Right answer, welcome aboard Miss Danvers. We're gonna need some spandex, I'll take her measurements" Tony said whispering the last part into Steve's ear resulting in the soldier's cheeks flushing a light pink.

Before anybody else could even get a chance to speak Tony once more leaped at the opportunity, "I've got another question Fury. Is that all of the candidates you've lined up for recruitment or can I suggest a few of my own?" he said and received confused looks because of it.

"Okay then, I'll continue. What if I said that I want Spider-Man on the team?" he spoke as Steve also turned to Fury interested to know about his opinion on the wall-crawler.

Nick surprisingly wore an expectant expression, "Spider-Man… the guy's a vigilante, nothing more" he said as he turned towards the Helicarrier's controls.

Steve spoke up, "Sir with all due respect I think branding him a vigilante is a little unfair. He helps people when we aren't around to help and not just gangs and thugs, he stopped a giant lizard from converting New York's population into its own personal animal kingdom" the man said voicing his opinion.

Nick turned to face him, "And it was a commendable act. But he takes the law into his own hands and that's a criminal felony, I'm sorry. Maybe in a few years but not right now" he finished moving to the side of Captain America and passing him.

Before he could leave the large deck however Tony shouted towards him, "Maybe in a few years? What's that supposed to mean? What, he's not ripe enough for the picking?" he remarked as Fury left with his back towards them.

Steve pressed his arm against Tony's chest halting the man in his tracks, "Just drop it Tony" he said making the man shake his head and turn away from him.

Agent Hill shook her head full of black hair slightly, "If you'll follow Agent Danvers she'll lead you to the Quinjet and accompany you back to Avengers Tower" she said before saluting Steve and turning away from them to attend to the controls of the Helicarrier.

Steve looked at Tony for a short time, "Well that went well" he commented as the latter replied.

"Better than expected" he said before following Agent Danvers out of the main deck with Steve close behind him.

* * *

Manhattan—Outside Eisenberg's Sandwich Store

After a somewhat lengthy conversation between Peter, Gwen and Aunt May the two teenagers walked out of the small sandwich store hand in hand. The look on Gwen's face told her boyfriend that she wasn't entirely comfortable with having to lie to May, Peter himself felt extremely low for it but he wanted to tell his Aunt just what he was doing in his spare time when he felt the time was right.

Peter had already sent his Aunt home in a taxi cab with what little money he had left in his pockets, maybe he should get a job for some extra cash. He'd need it after all if he wanted to take Gwen out anywhere and it wouldn't hurt to have some well-earned pocket money hanging around in case of an emergency, the boy bit his lip. He'd have to think hard about it before making any solid decisions.

"Man, I'm sorry for pulling you into that" Peter muttered as Gwen wore a small smile.

She turned to him before speaking, "It's fine but… try not to make this a regular habit Peter" she said as the secret vigilante nodded in understanding.

The two of them stopped for a moment as Gwen seemed to light up with an idea, "Hey I've been thinking… do you maybe wanna come by my apartment again? You know, have dinner with my family?" she asked with a hopeful voice as Peter shook his head.

"I've been doing some thinking of my own and I was gonna ask you whether you wanted to have dinner at my house, I mean it's only fair. This would be like me repaying the favour, so what do you say?" he questioned as Gwen looped her arms around his neck.

She smiled sweetly looking up into his brown eyes, "I say that's a great idea. I don't think I've actually been in your house, hey do you think maybe I could sneak into your room this time?" the girl teased as Peter looked off to the side with a lopsided smile.

He turned his head back down to her, "I don't know. My house has a lack of fire escapes" he joked as Gwen pulled his face down for another kiss.

It lasted a little longer than before and Peter could feel himself lost in the passion her lips had to offer, when she pulled away he was wearing such a goofy grin that Gwen giggled at the mere sight of him. Peter shook his head thoroughly as the two continued to walk back towards Gwen's building, it was getting rather late and the boy needed to think of something to counteract this 'Black Cat's' bad luck powers if that was even possible. Peter Parker thought his luck was terrible before, what had Uncle Ben called it?

_The Parker luck…_

Peter wore a sad smile as he recalled the first time he had heard the phrase, his Uncle Ben was too busy fixing the old television set to notice that he was playing with an old Bunsen burner. Peter literally set fire to one of the curtains and when he pointed it out to his Uncle, Ben had been so surprised he knocked the T.V. set right off of the cabinet. Luckily the set wasn't that big but it didn't stop his Uncle from yelling out in pain as it came crashing down on his foot, the middle aged man only bruised a few bones so it wasn't anything life threatening. Peter just thought it was his fault but when Uncle Ben assured him that some force of nature had it out for the Parker's the kid had to brush it off, ridiculous right?

_Doesn't seem so ridiculous now…_

The teenager thought a little too bitterly, he raised his head to see that he and Gwen were now at her building's main entrance. He didn't realize how deep in his own thoughts he must have been, he heard Gwen mutter something but couldn't quite make it out.

"How's Friday after school sound?" the girl asked as she watched Peter furrow his brow and give her a confused look.

He leaned in questioningly scowling as though he were trying to make out her words, "Peter?" she said a little louder than her previous sentence.

It seemed to do the trick as he nodded continuously, "Yeah yeah. Sound's great" he breathed out and Gwen accepted the answer.

She stood on her toes to kiss his cheek and muttered a goodnight into his ear as she did so, when she entered her building the thought of him walking home alone during the evening crossed her mind for a split second but as a whimsical smile lit up her face she had to remind herself that her boyfriend was Spider-Man.

* * *

Twenty minutes later…

Peter had changed out of his casual attire and was already web-slinging through the night skies of Manhattan, the temperature had dropped a little but it wasn't cold enough for him to have to make some Spidey thermals. In fact during those twenty minutes, changing into his red and blue costume wasn't the only thing Peter had done…

"So I'm guessing I'm not the only one who has trouble with women, huh?" Spider-Man questioned as he swung through the air pulling a clearly horrified thug with him using nothing but his artificially made webs.

It was almost like he was working the guy like a puppet, the man screamed as Spider-Man landed on a flagpole swinging around it to come face to face with the thug. His wide white lenses stared into the man's frightened eyes as he noticed a dark stain growing on the man's pants, Peter smirked beneath the mask.

"Or did I misread that situation in the alley and you're actually a certified handbag inspector?" he asked as the man seemed to whimper.

He found the courage to speak to the infamous vigilante, "I—pee—peed myself…" he said as Peter struggled to hold back his mirth.

"And that's what you get for being a mugger, Mister dampy-pants" the teen mocked smiling beneath the red mask.

The purse snatcher muttered, "You're c-crazy" he said as Peter let out a loud 'HA'.

Spidey tilted his head in mocking confusion, "You're calling me crazy? I mean I may dress in spandex but did you see the size of the chick you tried to rob? Dude, if I hadn't been there you would probably be dead" he said laughing at the man hanging by a thread.

But just as his laughter died down the teen heard the unmistakeable sound of metal creaking, he saw the mugger's face pale and before he knew it the flagpole had snapped straight off of the building as though it were a matchstick. Peter found it incredibly odd, he must have landed on every single flagpole in the city and none of them had ever snapped on him.

His thoughts were interrupted as the thief continued to scream like a girl as they both fell through the air, "All right! I got this, just calm down man. I'm just gonna set you down and…" Peter trailed off as he shot a strand of bio-cable up towards a building's gargoyle.

He waited for the webbing to hit it's pad but was surprised when all his webbing did was tear a piece of concrete off of the gargoyle instead, "Son of a—" he didn't bother finishing his sentence as he aimed his other hand up and attempted to repeat the process.

The mugger screamed almost piercing Peter's ears, "I don't wanna die!" he cried.

Peter rolled his eyes beneath the white lenses, "You're not doing anybody any favours!" he shouted as his web-shooter literally fell apart beneath his red glove.

"Neither are my web-shooters! It's cool, I have another" he said once again trying to spin yet another web.

Instead of falling apart the web-shooter fizzed and sparked enabling most of the web-fluid to just spew out of the small nozzle rendering it completely useless, "Well 'had' another" he muttered as he and the guy free fell through the air.

Spider-Man let out a sarcastic laugh, "You've gotta be kidding me with the two broken web-shooters?!" he shouted as the thief in his company let out a loud girlish screech.

"Ahhhhhhh!" he yelled as he went splashing straight into a pool on a high rise building directly below them.

Spider-Man however was not so lucky and came crashing down mere centimetres away from the soft cushion the water had to offer, he let out a small grunt of pain before he lay there completely still for a few moments trying to snap his mind around what had just happened.

"I… I can't even—really God? Really? What did I do to deserve this?" the red and blue individual complained as a slim black boot poked at his red webbed chest.

The high school student lazily turned his head and followed the boot with his gaze finally laying his brown eyes on the cause of his recent problems, "Wouldn't blame it on her…" the mysterious woman trailed off as Peter righted himself leaning up into a sitting position.

_My bad luck senses are tingling._

He thought as the breath-taking form of the leather suited woman lay out on a poolside deckchair before him, "Hi Spider. I said there'd be a next time, remember?" she teased with a small smirk gracing her ruby red lips.

Peter frowned slightly, "Black Cat. Bad luck powers, huh?" suddenly the notion of such a thing didn't sound so ridiculous as the boy had already learned first-hand.

She grinned sweeping a delicate hand through her platinum blonde locks, "From where I'm sitting they're more like the 'hilarity ensues' powers" the woman mocked in an innocent tone.

And suddenly for the first time all day things weren't going Peter's way, the sexy smile the burglar was wearing told Peter that he was in for one hell of a night and he suddenly found himself wanting to just swing home and crawl into his bed sheets where he could sleep soundly for at least a couple of days.

_Oh wait, she broke my freaking web-shooters._

Unfortunately his content thoughts of sleep were thrust out of his mind as he felt a finger trace his jaw-line, the Black Cat brought his head up so that it was level with her own and her glittering green eyes were staring into his large opaque lenses.

The two were mere inches away from contact, "I've got a proposition for you handsome" the silver haired thief whispered as Peter felt her hot breath brush against his new mask making his cheeks flush a dramatic shade of red.

_Oh boy…_

* * *

**Author's Note:** Proposition? What could the Black Cat possibly want with Spidey? Who else will be considered for phase two of the initiative? Just what is Director Fury hiding from Tony and Steve? Why isn't Spider-Man able to qualify for the superhero team? Why do I keep asking so many questions? Stick around and find out the answer to all of these questions and more next chapter!


	4. Making Friends

**Author's Note:** I was going to upload this like next week but I figured I may as well do it now while I work on some other stuff so I hope you enjoy.

**The Astonishing Spider-Fan:** Thanks for the compliments, I try to keep everything segmented so it's easier to follow.

**SailorSea:** Well you never know what Fury is thinking, maybe he has some kind of hidden agenda? Who knows? And I also love Carol Danvers, she really is a fun character and hopefully I'll be able to include her in more in the future of the story.

**Anon:** Yeah well Black Cat isn't everyone's favourite character, she's one of mine but I just thought I'd use her to create a bit of tension between Peter and Gwen and introduce Spider-Man to a whole other side of New York. One that isn't particularly friendly but as for Nick Fury, I think you may be on to something there.

**Vladimir the Hamster:** Honestly, I don't even know any more but thanks for the kind words man.

**sliceoffriedgold:**Thanks, I'm glad you think so. And I have thought about that but when I do introduce Mister Storm I'm going for a much younger incarnation of the character similar to Peter's age, this goes for the rest of the Fantastic Four so the versions of the characters I'll be using won't be the movie version.

Thanks to everyone else who has reviewed, faved and followed the story so far. I'm really enjoying writing this and hopefully will continue to crank out the chapters as things get more confusing and Spider-Man dives into a bigger larger world where things aren't always as they seem.

**Disclaimer:** I don't own the Amazing Spider-Man or the Avengers in any way, the character Spider-Man and all related content is owned by Marvel and Disney with Sony owning the movie rights. The Avengers and all related content is owned by Marvel and Disney.

* * *

**Making Friends...**

Manhattan—High rise rooftop

Peter Parker was confused. No wait, scratch that. Spider-Man was confused, the vigilante stood there still trying to wrap his head around what the very strange woman had tried to tell him. He really needed some clarification just to be sure that his ears were still working, especially after a straight seven story drop.

"Come again?" he managed to force out as the foxy thief rose from her poolside deck chair and approached him seductively.

The Black Cat smirked, "I want you…" she trailed off as she placed her black leather palm on his spider patterned chest.

Peter involuntarily shivered underneath her touch, she stood on her toes leaning into his shoulder as she breathed on the neck of his new suit.

"… To help me rob Wilson Fisk" she finished leaning back out and flashing him a bright white grin.

Peter scowled, "And there's the catch! Sorry lady but I help people, I don't steal from them. It totally goes against everything in the superhero handbook" he finished gaining more confidence with each word spoken.

There was nothing Peter hated more than intimidation, he had dealt with it his entire life. Even when he received his powers he had to deal with a giant green lizard and if he were to say he wasn't intimidated then he would've been lying, the jokes usually helped in those kinds of situations. But the thief wasn't intimidating in a sense, he knew she could handle herself but it was her sheer beauty that stunned him as corny as that sounded.

The woman pouted in mock disappointment before smiling, "So you consider yourself a superhero? That's cute, especially when everyone else thinks you're a criminal. What were the words I read this morning in the Bugle? Oh yeah, 'menace to society'. You might wanna rethink you're line of work, Spider" she teased folding her leather clad arms over her large chest.

Spidey tilted his head staring at her with his emotionless lenses, "Menace? Really? It's 2013, I can't even believe people still use that word anymore" he said shaking his head not even noticing the still webbed up crook climbing out of the pool with steady shaking movements.

_Menace? Where have I heard that before?_

The Black Cat shrugged her shoulders as she looked up at the slim red and blue vigilante, "Well what if we were bad together? I could sure use a partner as cute as you" she teased making Spider-Man involuntarily stammer.

_Cute! Really? I'm not going for cute!_

Peter complained inside his head as he waved her offer off, "Sorry but stealing isn't really my game. Now beating up thugs and sticking to things is where I really come into my own, besides what has Wilson Fisk done to get on your bad side? From what I've seen of the guy he seems like an upstanding citizen, I mean he donates to donut stores generously. Last time I checked that isn't considered an act of evil, stupid but not evil" he finished making the thief sigh heavily.

"Wow, you really are new at this. Open your big bug eyes Spider, the guy's a criminal. You ever heard of crime lords controlling this city's organized crime?" she questioned resting a hand on one of her wide curvy hips.

Spider-Man laughed, "Organized crime? I have my hands full as it is with stupid criminals, you know the ones that don't know how to aim a gun?" he joked as he saw the white haired woman flash a grin.

Her face suddenly took on a more serious demeanour however, "Well all joking aside Wilson Fisk _is_ New York's organized crime. He controls everything in this city and has no doubt heard of you and your efforts to clean it up but guess what, if you continue down this road then you're gonna put some strain on his business. Whether you listen to me or not one day you will come into contact with him, he'll find out who you are under that mask and pull your life apart" she finished waiting for his reply.

Peter tilted his head in confusion, "Why are you telling me this? Yesterday we were fighting, you cheated by the way and now you want me to help you rob a crime boss? I live in New York, not crazy town" he finished turning away from her.

The Black Cat once again strutted up to him, "That was just a little test. I wanted to lure you out, make sure you knew I was serious. I didn't steal anything, well nothing major anyway. I'm sorry if I hurt you handsome" she said encircling her slim arms over his shoulders resting them across his chest.

"Personal space lady, I need mine. I am curious though, why come to me for help? There's gotta be tons of people in your line of work willing to help you out, not that I approve of robbing someone or anything" Spider-Man said removing himself from her embrace much to her chagrin.

The feline licked her ruby red lips, "Who better than the bad boy vigilante? You've got style Spider, I can relate but even I know you're not as bad as the media says. You'll help me out because I can get you incriminating dirt on Fisk and put him away for the rest of his life, if I happen to take a few things along the way then what do you care?" she teased as she placed a clawed hand on her small chin.

_Bad Boy?_

Spider-Man threw his red and blue arms out, "I don't even know him! Why should I get involved? And what is so important to steal that you'd risk both our necks, I just met you! I really don't think this is good for our none-existent relationship, you're smothering me!" he exclaimed making the woman giggle slightly.

"Does it look like I'm joking?! I don't want any part of this, this isn't my fight. If the guy is as bad as you say he is and you still want to get involved then fine but I won't, this isn't my responsibility" he said turning away from her and walking towards the edge of the building.

The Black Cat followed grabbing his surprisingly hard arm as she did so, "But this could prove you're not a menace. It could also get you in good with a certain superhero team" she said suggestively trailing off.

She felt Spider-Man tense under her touch and was ill prepared when he lashed out at her, "I don't need to be in good with the Avengers! I don't care about a bunch of scattered super humans running around my city, I was here first! None of them were here to help when the Doc was running around Manhattan, where were they?! I get shot at every damn day and I'm just trying to help people but as soon as they show up everyone goes crazy saying they're the greatest thing to happen to this city, you know I saw a debate on the news discussing when the Avengers were going to hunt me down and bring me in? I mean can you believe that? I risk my neck for this city and they want me behind bars, I don't care what a bunch of heroes thrown together think of me and you coming here with your problems asking me to solve them is just making my life a hell of a lot harder lady" Peter finished as his voice lowered back to its original tone in place of his shouting.

Truth be told he had no idea where the outburst came from, the kid just felt so sick and tired of being mistook for a criminal while others took all the praise. Peter didn't need to be told how brave and heroic he was all of the time, he really didn't but to just hear it once would have meant the world to him. Is that so much to ask?

The Black Cat took a step back and the look in her emerald eyes was clear to him, as bright as day he could see he had hurt her. Peter sighed and smacked himself on the inside, he held out his hand as he muttered an apology.

"I'm sorry, it's just I'm tired of dealing with other people's problems. I mean the Lizard was one of mine and I dealt with it but then the aliens and now… now this, I don't know if I'm ready to handle any of this" he said in a defeated whisper as he stepped away from her.

"Don't say I didn't warn you Spider" the thief muttered.

The woman turned away from him for a moment and Spider-Man took the time to slowly walk over to the crook that was still on the floor after their whole exchange, he looked pretty rattled up for the most part but Spidey didn't seem to care. The vigilante picked the thug up by the front of his jacket with ease and with one last look in the thief's direction he left leaping off of the building and into the night with the thug in hand.

* * *

Manhattan—Avengers Tower—Upper Floors

"And here is where you'll be staying" Steve said referring to a room with an open hand.

Carol smiled before walking inside the large room, her new sleeping quarters. Steve had taken the time out of his own schedule to show Agent Danvers around the Tower, the tour had been long enough and the woman was feeling pretty tired. She glanced around the spacious abode and smiled slightly to herself, it was much bigger than her room on the Helicarrier. It seemed being an Avenger had its perks, she turned bag to Steve who was respectfully waiting at the door.

She smiled, "This is great. Thanks for showing me around Cap, first day and all" the newly recruited Avenger said as Steve shook his head.

"This is just getting you comfortable, first day begins tomorrow. You'll need to wake up bright and early and head into the lounge on this floor, it's a temporary meeting area until we can build an official one" he explained carefully which was more than what Tony would have done.

Carol's brow furrowed, "Will I be meeting the rest of the new recruits?" she asked slightly happy that she didn't have to begin and end every sentence with the word sir.

Steve nodded and smiled, "They might be a little late given the fact that they don't live as close to here as you do. You're not anxious, are you?" he questioned sensing the slightest hint of worry on the woman.

She shook her head thoroughly with her long blonde hair swaying from side to side as a result, "Not really. It's just this is a whole new experience for me, I mean technically I'm a superhero… right? I've been lucky enough to be placed among gods and legends, it's all a little surreal especially the things I can do now" Carol continued rubbing her arm slightly.

The woman was never a timid one, far from it in fact but there was just something about her entire situation that made her feel so small. Discussing it with the world's first superhero probably didn't help but Steve was all ears.

His blue eyes took on a look of understanding, "I think I know what you're feeling. I was just a young man during the war, too many things wrong with me to even enlist in the army but that didn't deter me. You might say I had the right moxie and now look at me, it hasn't all been a smooth ride. There have been some setbacks but if it means I can do some good then I'll take those in stride, I'm not telling you to be one of my soldiers Miss Danvers. I'm asking you to be my equal, to be an Avenger" he finished with a warm smile and an inspiring look.

Carol felt as though she were six years old again and had just been lectured by her grandfather, always telling her to do the right thing despite how young she may have been. Steve Rogers was so young but he gave off the same vibe, frankly she felt honoured to be a part of his team.

"I'll try… but will breakfast be made for me or…?" she questioned with an amused grin.

Steve chuckled slightly, "Of course Miss Danvers. Remember up bright and early, don't wanna be late on your first day" he said nodding his head at her slightly as he left her doorway and walked off into one of the many corridors of the Tower.

Carol watched him leave before closing her automated steel door, she walked over to her large queen sized bed and collapsed onto it with her arms stretched out at either side. The woman huffed before closing her heavy eyelids, tomorrow was sure to be a big day.

* * *

Skies of Manhattan—S.H.I.E.L.D Helicarrier—Nick Fury's Office

Nick Fury sighed loudly as he scanned through his private files, the files he kept to himself. The secrets his secrets kept, they were on a closed system which meant even Stark couldn't get to them. Since then Fury had taken the liberty to boost S.H.I.E.L.D's security systems, he didn't want a repeat of what had happened last time.

No, these particular files were for his eyes… well eye only. Many were personal cases, things he held close to his person. Specific agents he favoured, Maria Hill and Carol Danvers as well as Clint Barton and Natasha Romanoff were among the list. Many others were more obscure but no less marvellous, two agents in particular seemed to stand out over the rest.

A Richard and Mary Parker, Fury remembered meeting them as though it were only yesterday. So young yet filled with so much potential, Richard being the brains of the two with his day job at Oscorp. Mary kept him in check, made sure he didn't do anything stupid because despite his vast intellect the man was as clumsy as they came.

Nick recounted the tale of how the two agents met one another, Richard walked into Mary's civilian workplace buying a briefcase from her. What would a kid need with a briefcase? The two were possibly his oldest friends, Fury had been with S.H.I.E.L.D for around two years before the pair joined. Nick smiled slightly, something he rarely did anymore as he thought of the pair. Bitter sweet memories filled his head to the point where he couldn't think of them anymore, in all fairness it hurt to. The sheer shock of their passing hit him hard and it weighed on him even more when he realized young Peter would be left without parents, Nick pushed a button on his remote and the image of a teenager appeared on the holographic display.

The boy had brown messy hair and eyes, his face holding a lopsided smile. It stunned Fury just how much he reminded him of his father, not just in the looks department but also in sheer brainpower. Nick had been watching him ever since Richard and Mary passed half out of respect and half out of keeping a promise to Mary, the woman knew something was wrong when she came to him. Richard as always remained clueless to the danger but Mary knew, she had asked Nick to watch Peter and make sure he was all right. He naturally agreed not wanting to upset her but was a little hesitant, he was relieved to learn that Peter was being cared for by Richard's brother and his wife but he still wanted to stay close to the boy.

He may have been the stone cold Director of S.H.I.E.L.D but he knew how to keep a promise, especially one so personal. So he did as he was asked and watched Peter from a distance, the boy's years as an infant were uneventful. He showed an aptitude for science just like his father and seemed to be on the right track education wise, Fury could tell he was a little sheltered and isolated and this only became more noticeable during his years in high school.

Peter was continuously picked on and bullied through no fault of his own, that's just the way the world worked. Shunned for his intellectual gifts the boy remained isolated, his sense of humour still seemed to be intact which was a good thing in the Director's eyes… sorry eye. He recognized it as Mary's, the woman knew her way around a joke masterfully. But ignoring all of his personal quirks the really interesting events happened during an unauthorized trip to Oscorp, Fury knew what was on his mind. He had his computer on watch, the teen wanted answers about his parents and truthfully who could blame him.

Nick tapped another button this time pressing play on a piece of security footage, the video played and Fury found himself watching the same footage he had replayed over and over again. Peter copied a security sequence and found himself in a place he was not supposed to be, he walked into a room full of genetically enhanced spiders without any protection whatsoever. Fury shook his head, the boy was bound to get bit.

He expected that part but the surprise really hit him when Peter began moonlighting as a vigilante around the city as a result of his Uncle's unfortunate death, sometimes during the day but mostly at night. Nick mulled over several times in his head whether or not he should have put a stop to the actions, he decided not to because would he really have listened to him anyway? The rest is history and the Director found himself once again debating whether he should talk to him or not, approach the kid in some way.

What would he say? Fury really didn't know but he felt the time to confront the boy would come soon enough, the kid was getting noticed and one way or another he'd get himself into big trouble. The question was would Fury be there to bail him out?

* * *

Queens—Forest Hills—Parker Residence

Peter had dropped off the purse snatcher outside of a local precinct, he didn't stick around for too long given his standing with the New York Police Department but that didn't deter him. He had surprisingly changed in a nearby alleyway and walked into his house via the backdoor instead of entering via his bedroom window, his Aunt May needed to know that he was home for the night so he could let her get some sleep. After grabbing something to eat Peter headed up to his bedroom for the night, he really needed to think about a few things.

Oh and repair his web-shooters, he kind of needed those. The teenager sat at his office desk with the mechanical devices laid out before him, maybe he could update them while he was at it? The thought had crossed his mind on several occasions and it wouldn't hurt to improve upon the original design, maybe make them a little more compact? The seventeen year old had so many ideas and so little resources to carry them out, it became painfully obvious he needed a job if not to pay for the materials he needed for his equipment.

Peter hummed to himself as he switched his desktop computer on and went to work looking into various jobs that he could make time for, he went into the search with the thoughts he previously had in mind. The job needed to be part time so as to not mess up his crazy schedule, school plus a job mixed in with his vigilante antics was sure to get a little insane. He'd need to be careful and not take on too much at a time, as Peter sat there searching through various results of available jobs his gaze absent mindedly drifted towards his camera.

The small device was peeking out of his bag and for a moment Peter had to remind himself about what happened to his old one, he got careless and left it behind during his first toe-to-toe confrontation with the Lizard. The camera didn't have his name on the back like the last one and wasn't a classic model, he opted for a newer digital camera as it was much easier to carry around and fit into his belt.

Peter entered a search with photography in mind and came across a few newspapers that were willing to hire, he looked at some of the names and frowned. The Daily Globe? The Daily Bugle? Peter continued to search but scrolled back up the webpage when a few specific words caught his attention.

_Cash reward for pictures of Spider-Man! Huh… I guess I could take a look._

Peter thought as he clicked the link and was brought to a poor excuse for a webpage, ignoring the repulsive layout and design Peter noticed several articles focused on his somewhat illegal activities. They held titles like Spider-Man: Threat or Menace? And another one read Spider-Man/Avengers Connection? Peter frowned slightly as he read that one, why was everyone under the assumption that he was somehow affiliated with them?

He shook his head as he scanned the pictures accompanying the articles, they were in every sense of the word atrocious. Not that he could blame the photographers as he did move very fast and tried not to be seen but half of them weren't even in focus, the teen was confident he could so do a much better job than any of them.

_Taking pictures of myself? That'd be hilarious._

As the passive thought crossed his mind Peter's tired brown eyes widened slightly as he was once more having a cartoon light bulb moment, he wasn't thinking what I thought he was… was he? Peter shot up out of his chair for a moment throwing the idea around in his head, that'd be stupid wouldn't it? Taking pictures of himself?

_But what if… what if it worked? That'd be like the perfect cover, the perfect opportunity to switch out whenever something bad happens… I'm a genius._

Peter grinned like a child at Christmas, sometimes he really was easily entertained. How could he possibly get some sleep with the bizarre idea jumping around in his head? Well it seemed that his employment concerns were over provided he took good enough shots of himself to pass them off, he needed to make them look convincing as though Spider-Man was just passing by and Peter Parker happened to be there with his camera in hand. Was he referring to himself as two separate people?

_Yes, yes I am._

After the brief stint of imaginative brilliance Peter had another problem he needed to address, this particular problem wearing a skin tight leather outfit. He had to admit the Black Cat had dropped one heck of a bomb on him with the whole Kingpin of Crime angle, there was no way Peter needed to aim for the big man anyway. Besides there wasn't any actual evidence that Wilson Fisk was a criminal, Peter had seen him on television and although the guy was very… well insanely large that was no indication that he was evil. Peter Parker wasn't an idiot and neither was Spider-Man, he wasn't going to take some thief's word for it. He'd needed to investigate the man and do it the only way he knew how, as your friendly neighbourhood Spider-Man.

* * *

The next morning…

Peter stumbled downstairs refreshed after a good night's sleep much to his Aunt's irritation, "Peter do you really have to be so loud? I can hardly hear myself think" she said wearing a slight smile as she looked at the befuddled boy.

The teen took a seat at the kitchen table wearing a sheepish smile, "Sorry Aunt May" he apologized as she laid a plate of eggs and bacon down in front of him with a glass of orange juice.

"It's all right, to be honest I'm a little surprised you're up this early and on a Sunday too" the middle aged woman spoke as she sat down herself down with a mug of coffee in hand.

Peter dug into his breakfast willingly but paused in between bites to tilt his head up, "Did you sleep well?" he asked trying to make some of the casual morning small talk whilst he ate.

May nodded, "I did. Did you? Or did you spend all night sat at your computer again?" she said with a slight laugh.

The brown haired teen shook his head thoroughly, "Not all night. Hey, I've been doing some thinking and… is it okay if I get a job?" he asked wincing slightly as though he were bracing himself for a reply similar to the one he had gotten a few days ago.

May took a sip of her coffee, "That depends Peter. What would you spend the money on?" she questioned hoping he had moved away from the provider of the house role.

Peter was somewhat relieved she didn't just slam the conversation in his face so he continued, "Well I figured with school coming to a close I might need some extra money. Plus I can't exactly keep cheaping out on Gwen, can't I buy nice things for my girlfriend?" he questioned more to himself than his Aunt.

Surprisingly the thought of Gwen had slipped his mind but he was telling the truth, he fully intended to buy things for her as his contract as her boyfriend obligated him to do so. Like many things in his life Peter wished they had handbooks for dating, what the hell would he buy Gwen anyway?

His Aunt interrupted his thoughts, "Well that's a lovely thought Peter. And it should free up some money so I won't have to keep buying you things" she said half seriously.

Peter smiled and held out his arms, "Exactly!" he exclaimed as May chuckled heartily.

"Peter, I'm kidding. As your Aunt I have to buy you things, just like I had to make dinner for Ben" she said with a smile.

It was slowly getting easier to talk about her late husband but once again the woman proved to be a braver person than Peter, the boy stared at his plate for a while suddenly losing his appetite halfway through his morning meal. He honestly hated leaving conversations in awkward silences so he channelled a little bit of the bravery he used to take on the city's criminals and reached across the table grasping his Aunt's hand gently.

He stared into her loving eyes warmly, "You're a pretty okay aunt" he said as she looked over to him.

Peter smiled as he continued, "But you're an amazing mom" he finished trying to sound as sincere as humanly possible.

The look of affection he received told him more than he needed to know, May looked like she was on the verge of tears so he got up out of his seat and crossed the small space separating them embracing her with a comforting hug. His guardian wrapped her arms around his neck and rubbed his back, he returned the gesture with a small smile plastered across his normally grinning mouth.

May breathed out slightly under the firm grip of her nephew, "You're such a sweet boy Peter. I didn't think it was my place to say but… Ben and I have always thought of you as our own son, sweetheart" she revealed and Peter found himself continuously smiling.

Like all teenagers he wasn't really one for heart-warming moments but he couldn't express how much he loved the woman with words, there just weren't enough. As he pulled back from the hug he gave his Aunt a quick soft kiss on the forehead, something she had done to him almost every single morning of his life. May smiled but soon went back to her morning activities starting with clearing the table, Peter went to help but she objected saying he had done more than enough to help her.

The teen got ready and left the small house for the day with a hug goodbye, Peter walked out of the front door with his bag in hand and upon reaching the bottom of the steps leading from his house he took in a large breathe of air. After the small exchange between him and his Aunt he had to admit he felt spectacular, like nothing could touch him.

_Oh yeah, today should be a good day._

* * *

Manhattan—Avengers Tower—Upper Floors

**Knock knock knock**

The sound of someone rapping on the metallic door went unheard as the overbearingly loud ACDC track boomed throughout the lab, Tony was working on some knew armour designs improving upon his Mark VII model. He hadn't come up with a name for it yet and was most likely going to name it Mark VIII but wouldn't that be a little repetitive? The people's playboy wanted something creative for the name, something cool like a sports car.

Tony hummed to himself barely noticing Steve enter the lab without his permission, Bruce went out to get some morning coffee for him and Tony favouring the beverages Starbucks had to offer than anything Tony had. Steve frowned as he couldn't even hear himself think, he glanced around the room looking for a record player or what did Tony call it? A stereo?

When he couldn't find anything he turned back towards Tony who was now looking at him, "Could you turn it down?!" he shouted covering his ears as a brain crushing sound poured over the room.

Tony huffed and rolled his eyes before using his fingertips to turn down the music on his holographic display, Steve breathed a sigh of relief before walking over to his friend's work station.

"What the hell was that?" he questioned as Tony gave a short laugh not turning his gaze from his work.

"That was what us future folk call an epic guitar riff, what do you want Cap?" he questioned swiping his work to one side of the display and spinning his chair to face the super soldier.

Steve shook his head, "You missed the meeting" he simply said.

Tony looked off in another direction for a moment, "Was Pym there?" he asked.

Steve's jaw tightened, "Yes" he informed him.

Tony's brown eyes directed themselves back towards Cap, "Then I don't care. Besides while the new recruits were brownnosing you I was doing some real work" he proclaimed placing his hand on his chest above his famous arc reactor.

Steve frowned but didn't take offence, "Real work how?" he questioned as Tony lit up.

"This is new, you never take an interest in my work" he accused the man getting up from his seat and walking over to another work desk where a few small gadgets rested.

Steve followed, "Given the choice I'd rather stay out of your work. It's not like I'd understand it" he said earning a small mock pout from Tony.

"You don't give yourself enough credit Cap, I've met geniuses dumber than you. Pym being one of them but anyway, back to my work" he said picking up what appeared to be an arm of his Iron Man armour.

Steve gave the piece of technology a blank look before glancing at Tony, "Well what do you think?" the latter asked with an expectant look on his face.

The blue eyed soldier's mind drew a blank, the arm didn't look any different from any of its past designs to Steve. He hated being dragged into a conversation by Tony about his work, he never understood any of it and always walked away feeling a little bit dumber each and every time.

"It's… good?" he simply said as Tony laughed.

"It's part of the new armour I'm developing, completely different to my old one but I'm not even sure I can tell the difference with just an arm. Hey if I said I was gonna paint it black and gold what would you think?" he inquired as Steve's face seemed to sour at the question.

Tony nodded, "Yeah that's what I thought too" he said placing the heavy piece of armour back down on the table.

"But armour aside was there something else you needed or can I get back to work?" Tony once again spoke headed back to his work station with Cap in tow.

Steve remembered another one of the reasons why he had visited Tony, "Have you found anything with that encryption device of yours?" he asked as Tony seemed quizzical for a moment.

After a brief second he shook his head, "Nope. Oscorp's clean, there was nothing on the main systems. I wanna say that's the end of it but my gut tells me there's something more, if they do have any dirty secrets you can bet Norman Osborn's keeping them all to himself on a private system. There's no way I can get into it if it's not linked to the main system, hell he might even have it all filed away in a cabinet" he finished gauging Steve's reaction.

He seemed to be satisfied at best but was still suspicious, "So you found nothing? Any info on Curt Connors? Are they continuing his research? No connection to Spider-Man?" Steve asked question after question but Tony merely shook his head for each one of them.

"Nothing, it seems they wanna keep anything on Connors tight lipped. Hell even he won't say a word, hasn't talked since the night they incarcerated him. I should know, I've tried to talk to him. Ravencroft is not a fun place to be, no sir. But Oscorp can't risk any bad publicity, I'd do the same. I wouldn't wanna lose my company over some freak incident, that's just bad business. Nothing on Spidey either, which doesn't surprise me. Maybe you were right, maybe he was just in the right place at the right time" the genius theorized turning back to his work station.

Steve nodded and turned around headed out of the door, the soldier wasn't completely convinced though. It was possible that Spider-Man was just doing some good but Cap didn't believe in coincidences, if he wanted to get to the bottom of the mystery then he'd either have to break into the office of a corporate giant or have a quiet word with a red and blue vigilante. Of course he could force the asylum to make time for him and beat a confession out of the scientist but then again Steve Rogers wasn't really the kind of guy to do something so stupid and extreme, he wasn't living in the past anymore and things had changed. Neither of the two options left were really his style but the man needed some answers and Spider-Man seemed to be pretty approachable despite his somewhat creepy arachnid demeanour.

* * *

Manhattan—Starbucks

Peter walked casually with his hands in his pockets headed into the small coffee store, he'd need some caffeine for what he was planning later on in the day. As he opened the door and walked inside he found himself almost slip on a small wet patch, the teenager failed to notice the warning sign but managed to keep his feet firmly on the ground as he side stepped the yellow hazard sign. With his eyes on the sign the boy paid no heed to the man with black and slightly grey hair and glasses pass him holding four coffees sat snugly in a cup holder, Peter barely heard the man mutter an 'excuse me' before he left walking straight out of the door and back into the streets of Manhattan.

Peter turned and made his way to the counter waiting to be served, the line was short and there weren't many people there so the secret superhero was glad he wouldn't take too long. Soon the line shortened as customers passed him by some finding a seat in the store whilst others walked out with their food and drinks just as the man did earlier, Peter suddenly found himself at the front of the line waiting to be served by a pretty cute brunette.

She smiled at him, "Hi what can I get for you?" she said as Peter curiously glanced at the menu.

Suddenly he found himself wanting a smoothie, maybe a strawberry flavoured one but he shook his head and opted for his more traditional choice instead.

"Can I just get a regular please?" he said getting out the right amount of cash to pay the girl with.

Once again she smiled as she prepared his order, "You certainly can sir" she said in a kind tone.

_Sir? Now I feel silly._

Peter wore a bemused smile as he opened his hand to accept the cup, "That'll be a dollar forty" she said glancing at the cash register just to be sure.

The teenager figured she was new hence why she was so nice, he'd never really been treated with such bright kindness when ordering a coffee. Peter figured he should at least tip her for her attitude and overall performance.

After counting two dollars in his hand Peter figured he'd add on three more for the tip, after all it was only coffee and it wasn't like he was going to break himself over it but he felt she deserved some sort of recognition. He handed her the money and after watching her assess it with her eyes received a large grin and a 'thank you sir' in return, the teen mock saluted before grabbing his coffee and turning away from the counter.

Peter stopped in his tracks as the oh so familiar feeling of his spider-sense sliced through his head, luckily he didn't have to search far for the problem. A young woman had entered the store and like he had when he entered slipped on the wet patch of the floor, unfortunately though the woman didn't seem able to regain her balance and was in the process of falling.

Peter's reflexes kicked in and his body responded immediately, the teenager didn't know how fast he had moved but he had to bet it was pretty fast. He still wasn't used to his powers, especially given the fact that they seemed to be maturing as time went by. He hadn't been this fast back when he had to deal with Connors and the whole Lizard thing but it could have been possible that due to the short amount of time between him getting bit and Connors transforming into the Lizard his powers hadn't fully kicked in. At least that's what he guessed, Peter was just glad he managed to catch the woman luckily without a lot of people noticing.

Some were reading books and others were on laptops or tablets so Peter's movements literally went unnoticed, he suddenly found himself thankful for the entertainment value modern technology presented.

"I… umm—thank you" Peter was snapped from his thoughts as steadied the woman out to a horizontal base.

She was surprisingly smaller than him, about a head or so in fact. Her head in question was covered in strawberry blonde locks and her eyes seemed to be a light brown colour but there was something he couldn't quite put his finger on, she wasn't really looking at him when she spoke. In his general direction but that was about it, it wasn't until then did a feeling of realization wash over him. The woman was blind.

Peter was lost in his thoughts but managed a reply, "Yeah you're welcome Miss…?" he lead on trailing the question out hoping to get a name.

When the woman was about to answer any name she may have given was drowned out by the loud sound of a man, "Licia! You okay?!" he practically yelled.

The newcomer rushed over to the woman he supposedly knew and placed his large hands firmly on her petit shoulders, the woman seemed to smile as she heard the voice of the man and Peter could only guess that he must have been either friend or family.

"I'm fine Ben, luckily this man stopped me from falling but I didn't get his name" she explained as she looked in the general direction of the large stacked man.

_Geez, the guy's huge! I bet he knows his way around a football field._

Peter mused as Ben turned to him, "Hey thanks kid. I turn my eyes for a second and trouble ends up findin' her, Benjamin Grimm and this here's Alicia Masters" the big guy said greeting Peter warmly with an unmistakable accent and a large outstretched hand.

Peter shook the hand with a smile, "Peter Parker" he said receiving a curious look from Ben.

He grinned, "Geez kid! That's one hell of a grip you got there" he said with a laugh as their hands parted.

Peter shook his head, "Yeah I eat my vegetables" he gave a weak excuse but the man seemed to buy it.

Alicia cut into the conversation, "Well thank you for helping me out Peter. I really should consider a guide dog" she pondered as Ben hugged her shoulder rubbing it slightly.

"Whatta you mean? That's what I'm 'ere for" he joked prompting a small laugh out of his girlfriend.

Peter was about to part with a goodbye when Ben once again spoke stopping him from going anywhere, "Hey why don't you join us Pete?" he offered leading his girlfriend over to a vacant table with four empty seat available.

With the way Peter was raised he couldn't bring himself to say no, especially to such nice genuine people. He nodded and followed them over sitting on the empty chair opposite the couple, he really didn't know what to say so waited for the two people he had just met to start the conversation.

It didn't take long as Ben opened his mouth yet again, "So whatta you doin' buyin' coffee this early kid? Shouldn't you be loungin' around in bed 'til the afternoon?" the man asked basically presenting Peter with his opinion on the youth of the world.

The Queens born teen shifted uncomfortable in his seat, "Well I never was one to just sit around and do nothing. I'm actually doing some work for a job I'm gonna try and get" he said and Ben looked genuinely surprised.

"Well I'm glad kids like you still exist, at least you're not like another certain kid I know. Hey, you wouldn't happen to know 'im would you? He used ta go ta Midtown Science, had ta cut on account of a family emergency. He ain't exactly smart either if you know what I'm gettin' at, name's Johnny Storm. He's the little brother of a good friend of mine" he finished as Peter took a sip of his coffee and Alicia swatted at Ben's shoulder for his playful insult.

He had heard of a Johnny Storm before and suddenly remembered the guy not being around anymore, he figured he had just moved schools at the time but didn't really know due to him not knowing the kid that well. Peter had bumped into him a few times, the guy was pretty nice but was a bit of a show off… especially with the girls. But he was actually one of the few 'popular' guys that didn't give Peter a hard time, it was a shame he didn't get to know him a little better.

Peter nodded, "Yeah that's my school. I just thought he transferred, how's he doing?" he asked curious to know about the well-being of the boy.

Ben wore somewhat of a regretful smile, "Well he just kinda spends all his time wallowin' about in the lab. The kid hasn't been the same since the accident his mother was in, a real shame. But we do our best to take care of him, his sister included. It ain't doin' him any good isolating himself but he seems ta be comin' around" the man finished taking a bite into what appeared to be a bagel which Peter had no idea where it came from.

Peter nodded respectfully, "I'm sorry to hear that. I think I might understand what he's feeling though, I lost my Uncle a few months back and it hit me so hard. It was just my Aunt and I left so it was a little tough to get by but I'd like to think I've been getting better, I guess what I'm trying to say is I can relate you know? I gotta go, need to do some stuff for that job. Hey tell him Peter Parker says 'hi' and if he wants to hang out then he should give me a call sometime" the teenager finished pulling a pen from his bag and writing down his phone number on a small napkin.

Ben took the number and folded it away in his pocket, "That's a nice thought kid. I'll give it ta him as soon as I see him, hey good luck with that job" he said reaching over the table to once again shake the boy's hand.

Peter nodded, "Thanks. It's been fun, I'll catch you later. Ben, Alicia" he said removing himself and the rest of his coffee from the table.

He then made his exit walking out of the coffee store and back into the streets, "Huh… nice people" he said to himself as he headed into a nearby alley ready to get the shameless part of the day out of the way.

* * *

Manhattan—Office of the Daily Bugle

Peter made his way through all of the hustle and bustle of working class life dodging countless men and women running around the building carrying out their own tasks with much less enthusiasm than Peter would have expected, they were rushing everywhere but it was clear they weren't exactly happy about it. Maybe their boss was strict? Maybe he decided to crack down and lay off some of the work load? He didn't know but with each step Peter was growing increasingly unsure by the second, as he stepped into the elevator trying to look none suspicious as the first floor security guards seemed to be eyeing him up quite intently he had to take a moment to steady his breath.

The elevator music did little to bat down the nervous feeling he was getting as pressed the button for the top floor, Peter fought crime on a daily basis and a job interview was getting him extremely anxious?! This wasn't acceptable, the boy shifted uncomfortable as his red and blue costume beneath his civvies began to itch uncontrollably. Maybe he hadn't used the right brand when he washed his costume the night before?

Peter stiffened as the heavy metal doors to the elevator swung open signifying his arrival at the top floor, what he didn't expect was to be pulled out of the elevator by a pair of hands whilst being screamed at.

The middle aged man yelled into his face, "What took you so long! Do you have any idea how long I've been waiting for my coffee?!" he ranted as Peter seemed to shrink in size.

No words came to mind and so silence was all he had, the man seemed to have an old military buzz cut and a small moustache. If Peter could have compared it to anyone else's the word 'Hitler' immediately came to mind, after that it would have had to have been Sir Charlie Chaplin. Despite Peter's thoughts the man snatched the boy's cup of coffee straight out of his grasp and took a full gulp of the beverage.

Peter's expression soured but he couldn't bring himself to speak up or protest as the imposing gentleman crushed the paper cup in his hand after drinking it's entire contents, "I… asked… for… decaf" the man growled as Peter took a step back.

"I—I—I think there's b—been some kind of… mistake?" he finally managed to squeak as a somewhat familiar woman with brunette hair rushed over to the pair.

"Sir, that's not Jimmy! You're screaming at the wrong guy, honestly Mister Jameson can't you tell one of your employees apart from a complete stranger?" the young woman asked throwing Peter an apologetic look.

Mister Jameson grumbled, "Well I… uhh…" he tried to find an explanation for his obvious mistake but was cut off.

The woman spoke up once more, "You're right. That'd be way too much to ask for" she teased the man as he stomped away fuming.

"Don't push me Miss Brant, I don't care how good at your job you are but I will not be mocked in my own building!" he shouted walking away from the pair of onlookers into his office slamming the door shut as he did so.

Unexpectedly the door was forced open once more, "I WANT MY COFFEE!" the Editor-in-Chief of the newspaper exclaimed before he once again slammed the door shut.

Peter casually glanced over to the woman, "Well that was… unbearable" he muttered as she smiled.

The woman led him over to her desk, "I'm sorry about that but he's not all bad. He just complimented me after I insulted him so I'll take that as a win, you wouldn't be here for a job would you Mister…?" she inquired taking a seat behind her desk.

Peter chirped up with new found confidence, "Parker. Peter Parker and yeah I'm here about the pictures of Spider-Man, Miss Brant" he told her but didn't seem to catch her interest as she began typing away at her desk's computer.

"Please, call me Betty. I've had every photographer in the city claim they can get a photo of him and each and every time they've come up short, what makes you think you can get a good shot?" Miss Brant challenged casting her gaze over at Peter.

Suddenly the kid's expression turned to one of smugness as he handed her the digital camera around his neck, he had made sure to get the best angles possible and not risk anything with any shots that were way too up close. Peter had each of them look as though he had caught Spider-Man in mid-swing or leaping away into the air and over buildings, of course they were just placement to make sure he got the job. As soon as he could he planned to stark taking pictures of his routine patrols, catch some action in some of the shots.

As Miss Brant scrolled through each of the picture her expression brightened, "These… these are incredible! Not one of them is blurry or out of focus, how did—how on Earth did you get these?" she inquired eager to know his method.

Peter panicked for a split second, "I uhh wouldn't really wanna reveal my tricks you know?" he finished scolded himself for possibly the lamest excuse he's ever given to anyone… ever.

The brunette looked sceptical for a moment before she nodded her head in understanding, "Well congratulations Mister Parker. With shots like these you've got the job in the bag, just try not to get on his bad side" the woman informed him as she scooted him into Mister Jameson's office and placed his camera back into his hands.

She smiled pleasantly at her boss, "Mister Jameson? This is Peter Parker, he might have something interesting to show you" Betty said suggestively saluting her employer before she headed back out of the office throwing Peter a thumbs up in the meantime.

John Jonah Jameson Jr. span around to face the lone teenager as he stood stock still in the middle of the large office, Peter didn't dare sit down at least not until he was told to. The middle aged man stubbed a cigar out into an ashtray before he eyed Peter up suspiciously, before he even addressed the boy formally he simply pointed to the chair in front of his desk.

"You, sit" he ordered and Peter found himself moving into the chair in utter silence.

The Editor-in-Chief leaned back into his chair before he spoke again, "So what is it you wanna show me Parker? It better be worth my time for your sake" he said with the same continuous rough tone.

Peter quickly darted his brown eyes down towards the digital camera in his hands and then back up to the intimidating man, "Well I uhh… I'm here for the uhh… you know—the pictures of…" the boy babbled on incoherently whilst Jonah watched with disbelief.

"Spit it out, any time this week would be great kid" it seemed the man was losing his patience with the high school student.

Peter really didn't want to blow the opportunity, "I'm here about the pictures of… Spider-Man sir" he finished making sure to end the sentence respectfully.

Suddenly Jonah's thick bushy eyebrows un-knitted themselves, "You have—you've got pictures…?" without warning and to Peter's unbridled horror the man burst out into a fit of laughter.

Peter found himself frowning feeling a little bit stupid at the man's expense, "I'm not joking. Here, take a look at my camera. It's all on there" he said stretching his arm across the large desk to hand the camera to Jonah.

Mister Jameson ceased his chuckles and wiped his eyes slightly, "Thanks for the laugh Parker. First time anybody's been able to do that in a long time" he said giving Peter empty congratulations.

The brown haired boy merely rolled his eyes as Jonah slowly cycled through the pictures on the digital camera, Peter's expression soon turned to one of smugness as it had earlier with Betty as Jonah's seemed to turn to one of complete shock.

"I—how did you? For an amateur these shots are pretty good Parker, I'll give you… five hundred for the whole lot" the man said staring closer to the images on the camera.

Peter shook his head as he leaned over the table and took the camera back diving into the pools of confidence he didn't know he had, "I could get like two grand for each one of them at the Times" he haggled watching as Jonah narrowed his eyes at him.

Mister Jameson grit his teeth, "I'm the Editor-in-Chief of this newspaper and this is my building! What, do you think money grows on trees?! I said five hundred, take it or leave it Parker" he ranted almost spitting at the boy opposite him.

Peter shrugged his shoulders suddenly feeling sure about himself, "Fine. I'll take these pictures somewhere else and get my money's worth" he said as he got up and out of the chair headed straight for the door.

Mister Jameson widened his eyes slightly not fully believing some rookie was trying to cheat him out of his money, "Wait just a minute!" he exclaimed calling after the teenager as he left the office.

Peter turned on the spot as Jonah almost careened into him, "What? I thought you said you didn't want them?" he questioned the man as Betty watched the exchange knowing full well there was only so far you could push John Jonah Jameson Jr.

Jonah's entire body trembled, "That's not what I said. I'll give you seven hundred and fifty and that's as high as I'll go" he reasoned as Peter stared into his eyes with a scowl.

The boy pursed his lips, "Seventeen hundred" he simply stated as Jameson seemed to pop a blood vessel.

Peter could practically hear his teeth grind, "One thousand" he growled fully knowing that the kid was going to push his luck.

"Fifteen hundred, any lower and I'm gone" Peter finalized in a low semi demanding tone.

Jonah bit his tongue as he resisted the urge to scream into the kid's face, "… Fine… Miss Brant? Get Mister Parker his money after you get me my photos" he ordered not moving his gaze from Peter's for a moment.

Peter continued, "And I'd like a job sir. Hopefully a little freelance work, if that's not too much to ask?" he challenged in a steady tone as Mister Jameson found himself with a lack of possible options.

"Fine but on one condition, any pictures of Spider-Man you get belong to me. Got it?!" the man questioned as Peter nodded figuring it seemed fair and wise to comply to the man's wishes.

Jonah nodded, "Good. Miss Brant, here's the title for tomorrow's front page. Spider-Man: Masked Menace At Large" he said motioning his hand in such a way as to capture the title in thin-air.

_Wait a second… menace? Oh crap._

Peter's expression paled as he only just realized what he had gotten himself into, how could he have not recognized Betty and Jonah from that day during the invasion? The guy thought Spidey was a menace, a bad guy. Some common criminal hiding behind a mask, how the hell could he have missed that? Peter's world almost crumbled around him but he managed to keep up a somewhat calm demeanour despite his inner turmoil.

The secret vigilante fought off the urge to scream as Jameson turned his back and retreated into his office, "That was quite the feat Peter. I don't think anyone's ever made Mister Jameson settle" she told the lanky teen as he walked over to her desk and handed her the camera.

Betty pulled out a usb cable and connected the camera to her desk's computer taking each picture of the red and blue vigilante off of the device, she gave Peter his camera back after disconnecting the piece of equipment and with a sweet smile wrote him his first ever check.

"Thanks Betty, I'll see you around" Peter said stiffly making a quick break to the elevator with a painful expression plastered across his face.

The young woman waved him off before getting back to her own work at the office but she was still left wondering just how Peter had managed to pull off such great shots where other more experienced photographers had failed.

* * *

Manhattan Skyline

The red and blue acrobatic figure of the mysterious Spider-Man barrelled through the air with a frown on his masked face, the boy knew that most of the day had gone relatively well but the grand finale really took the cake. Peter let out a groan as he landed on the side of a building using his uncanny ability to stay rooted to the spot, he had just practically sold himself to a man who was going to smear his already untrustworthy name all over the city.

Spider-Man shook his masked head as night seemed to be falling, sure he had gotten paid for the pictures but it was like he was helping Jameson slander himself which was way too confusing. Peter slowly tapped his head against the building's wall cursing himself for ever coming up with such an idea, what was he thinking?

_Oh yeah, money for my equipment. Well it would be going to a good cause I suppose and I guess I could pitch in at home without Aunt May knowing, and then of course there's Gwen. I'd do anything for them and if that means taking the pictures for incriminating articles about myself then that's what I'm going to do, of course in the meantime it couldn't hurt to see if there's any other job offers._

Peter thought hard but the calm flow of his mind was suddenly shattered as an ear splitting scream cut through the night air, before he knew it he was off and into the air web-slinging towards the direction of the cry for help he had heard.

Soon enough Spider-Man spotted a single lone woman lay injured on the sidewalk of a dimly lit street, there wasn't anyone around except for the woman and Peter wondered just what had happened as he swung closer. The low buzzing of his special spider-sense told Peter that something was amiss but he felt obligated to head down to street level and see if the woman needed any necessary assistance.

He let go of his transparent web-line and summersaulted to the ground landing gracefully, Spidey approached the woman cautiously glancing around every now and then just to be sure things were okay.

"Excuse me, Miss? Are you okay? You're not hurt are you?" Peter inquired leaning down to the woman to aid her.

What he didn't expect was for her to turn and place a gun in his face holding a gold badge in the opposite hand, "You're under arrest Spider-Man for the murder of police Captain George Stacy now freeze!" the female officer shouted and Peter found himself doing the only thing he could do at the moment.

Spider-Man rose from the ground placing his gloved hands behind his head as the female police officer stood up with him, the brunette kept the gun trained on the vigilante as Peter grit his teeth and tried to remain calm. With one word spoken into a hidden communicator Spider-Man found himself surrounded by New York's finest keeping a huge assortment of weapons aimed on the wall-crawler, Peter could feel himself begin to sweat as shotguns and assault rifles were pointed at him.

He felt the large blinding search light of a police helicopter shine down upon him as it circled the surrounding area, "Don't move Spider-Man! Get down on the ground now!" a muffled voice ordered through a megaphone.

Spider-Man tilted his head slightly, "You're making a mistake. I swear I didn't—" the seventeen year old tried to explain but found himself cut off as a particularly cocky police officer got right into his masked face with a shotgun.

The man cocked the gun, "If you attempt to run I will fire! Now get on the ground! GET ON THE GROUND YOU PIECE OF SHIT!" he screamed into Spider-Man's emotionless eyes and Peter scowled.

_Oh man, I didn't think this day could get any worse but this… this is ridiculous._

The boy from Queens found himself silently praying as an officer behind him reached for his mask, he could sense the hand near its mark almost touching the soft red webbed fabric. Hopefully outnumbered at every turn and with clear visibility coming from the chopper high in the air he had no other option left, so Spider-Man did the unthinkable.

* * *

**Author's Note:** What?! What did Spidey do?! Tell me, I have to know the answer! As I'm writing this I literally thought of the Riddler in Batman: the Animated Series where he's outsmarted by Batman and wants to know how he did it but I'm sure you already knew that.

Anyway I actually loathe myself for the cliffhanger but I found it to be a perfect stopping point but that's not what's got me worried, just how will Spider-Man evade a city full of police officers out for his blood? You'll have to see for yourself next time.


	5. Everywhere You Go

**Author's Note:** The next chapter! Actually the last chapter and this one stands the sole purpose of expanding the cast of characters and implementing set-ups where future characters will appear. I do have a particularly big Marvel Cinematic Universe in mind so expect to see a lot of familiar faces implemented in different ways.

**sliceoffriedgold:** Man, that made me laugh. Classic Spidey indeed, I had to approach things a little differently but that was funny. And yes, the murder of Captain Stacy. I actually checked it out and apparently Connors was just incarcerated for terrorist activities and not murder which surprised me, don't worry I'll be introducing Mary-Jane and Harry eventually. I'm still throwing around how I'm going to write Wolverine, I definitely want their meeting to just be a complete accident but in turn serve something meaningful. It should be fun to write anyway, and the Bruce thing in the coffee store I literally just threw that in there as an after thought. I didn't think anybody would get it so excellent spot, and thanks for the advice regarding the Kingpin. He'll serve quite a means in wanting to take Spider-Man out and because I am going with the Kingpin it allows me to introduce an entire new world to Spidey. Thanks for the review man.

**Anon:** It's completely the opposite, thanks for taking the time to review. Spider-Man? Yodelling? Hilarious, unfortunately not but I'm sure we'd all pay to see that.

**Pop:** I'm still thinking about it, if I do decide to include the symbiote then it won't be until much later and it won't necessarily be in the same way they may implement it into the second Amazing Spider-Man movie.

**Hopefullheroism:** Wow, thanks man. That really means a lot, I'm trying my best to mesh everything together in a seamlessly believable way but it's rather difficult. I'm hoping to keep the tone a little grounded but it will be getting more extraordinary as time goes by, I will be continuing my other stories also so don't worry.

**MrPraiizee:** Thanks for the kind words, I actually took some of your advice but opted to keep him grounded as a means to advance the story onwards.

**gosteadyoneme:** Thanks for the review, I hope the story flows. I try to keep everything simple and easy to follow and write a good amount, if there's anything I dislike it's painfully short chapters in a story.

**KadiXD:** You're right, that would be the unthinkable. Still it has the desired effect and leaves you wondering, doesn't it? Thanks for the review.

**Nerdman3000:** I've actually mentioned Wolverine, mutants and as of this chapter the entire Fantastic Four have been featured in some manner. Although they are pre-superheroes but you never know, things could change. As for the X-Men I don't think I'll include all of them but maybe expect to see a few of the younger members and when I do get around to it Wolverine. Thanks for the support.

**NoxBlade1254:** Ah! Okay! Thanks for reviewing! I'll keep going! :)

**highlander348:** Yes that's absolutely true but Peter's not the kind of person to use his powers like that, if he was somehow taken to prison he'd be the kind of person to serve out his sentence out of respect for the law and if he was guaranteed he would be let loose on good behaviour or he'd just wait for some blind lawyer to work his magic. And that's a vital mistake that a lot of people make in regards to Spider-Man, they always underestimate him and it costs them hugely. When Spider-Man puts his mind to it well, he can become a hell of a force to be reckoned with.

Thanks to everyone else who has reviewed, faved and followed the story so far. I'm really enjoying writing this and hopefully will continue to crank out the chapters as things get more confusing and Spider-Man dives into a bigger larger world where anything is possible.

**Disclaimer:** I don't own the Amazing Spider-Man or the Avengers in any way, the character Spider-Man and all related content is owned by Marvel and Disney with Sony owning the movie rights. The Avengers and all related content is owned by Marvel and Disney.

* * *

**... Everywhere You Go...**

Streets of Manhattan

Peter tensed as he found himself surrounded by the NYPD, he really had no idea where on Earth they had come from but after falling into their well-organized trap they just kind of appeared. The day had gone fairly well with Peter meeting new people and landing himself a new job but while things were swinging okay for his civilian identity, Spider-Man was having a terrible day.

Between the officer with his shotgun aimed right at Spidey's white reflective lenses and the female officer he had mistook for a victim of a mugging Peter was willing to bet the former would be the one to kill him if he didn't do as he was told, taking a second look at the brunette officer Peter could have sworn he saw hesitance on her part. Maybe some sort of confusion for her actions, did she really want to be there arresting him? Something was telling the vigilante that her personal opinion might have been against the arrest but her job said otherwise.

The boy still couldn't believe he was being hunted for the murder of Captain Stacy, he would never do anything to hurt Gwen or her family and he would certainly never kill anyone. But as for the guy invading his personal space whilst screaming insults right into his face, Peter figured he at least deserved to be thrown somewhere… hard.

Spider-Man kept his arms raised above his head out of fear of getting shot but addressed the surrounding police force, "Listen guys… we all know I didn't kill anybody. Can't we just talk this out over a few donuts or something?" he threw in a small joke for good measure but the looks he received from each of the officers told him that they weren't in a joking mood.

The arrogant officer gave the vigilante a surprised look as the red and blue figure didn't move an inch, "Is that supposed to be funny? I said on the ground now freak!" the man screamed into Spider-Man's red mask spitting as he did so.

_Keep pushing me pal, keep pushing me._

Peter narrowed his brown eyes beneath the opaque lenses, "Geez dude it's called a breath mint" he muttered as the cop gawked at him in sheer confusion.

The look on his face soon turned to one of anger as the man drew the butt of his gun up to strike at the vigilante's masked jaw, "Stand down Gonzales!" the same brunette woman ordered the man but he ignored her as he continued the action.

Despite the warning Peter didn't need his spider-sense to see the blow coming, the world around him suddenly slowed down and the teenager could see each and every officer cock their weapons readying themselves for his reaction. Underneath the mask Peter found himself smirk grimly despite the situation he was presently in, with lightning fast reflexes Spider-Man moved his head out of the way of the weapon whilst grabbing the gun to pull the police officer closer to him.

The wanted vigilante used the officer's momentum to deliver a solid knee straight to the man's midsection and no amount of body armour prepared him for it, with the wind and disgusting arrogance knocked out of the guy he dropped to the ground rolling around in pain. A split second later Spider-Man cracked the curious cop who was reaching for his mask behind him straight in the nose with the butt of the shotgun drawing blood, Peter winced as it looked like it had hurt as the man dropped to the floor with nothing more than a moan.

The resulting spark from his spider-sense almost knocked Peter off of his feet and he found himself diving about like a mini torpedo, officers screamed as they opened fire on him and the teenager was doing his best to avoid getting hit by bullets from several automatic rifles.

"Hey, I bet you don't treat the Avengers this way! You're making a lousy first impression!" Spidey shouted flipping and twirling across the street mowing down several officers in the meantime.

An officer took aim at the fast moving target but found the barrel of his gun sealed tight with semi-transparent webbing, a split second later he received a fist to the face and then felt nothing but numbness.

Despite the jabs Peter's face held a determined look, "I should have known something was up when my head tingled! I said to myself: self, do you think something strange is going on? And then I said: well maybe but if this woman is in trouble then it's my civic duty to dish out a beating to whoever's causing said trouble" he continued to prattle on still drawing several lines of fire from spectating officers.

Spider-Man soon found his way over to the brunette who had posed as the victim, "You played your part well Miss! If you weren't such a crack shot I'd advise you to pursue a career in theatre, now I'm more of a street performer. If I had to give a name to what I do then I'd have to say parkomedy, wait did I just make that up? I'm getting off track, what are we doing again?" Spider-Man finished as he disarmed the woman and dodged a right hook in the meantime from a nearby SWAT officer.

"Hey, nobody said you could cut in! Have a seat Mister nosey, there's plenty of Spidey to go around!" the teenager exclaimed throwing another officer who had aimed to tackle him from behind into three more.

* * *

In the helicopter above…

"He's tearing us apart down there! I want him taken out, right now!" a male SWAT officer screamed to the sniper sat next to him in the belly of the large steel vehicle.

The man simply nodded and brought the large high-powered rifle up to aim at the fast moving figure down in the street below, beads of sweat were dripping from the man's forehead as he tried to get a lock on the vigilante but it was no use.

"Sir, the suspect is moving too fast. I don't wanna risk any of our own down there" the officer said addressing his superior.

The look he received was a very unhappy one but even in light of the situation the policeman knew the man was right, "All right. Switch to the taser rounds, they're none lethal so if you do hit any of our own they should be fine" the seasoned officer instructed as the sniper nodded and switched his ammunition.

The marksman brought the gun back up to take aim at the red and blue blur tearing through the street below them, "Nighty night bug" he muttered to himself as his finger came down to squeeze the trigger.

Just as the officer was about to pull the trigger fully streams of smoke filled the street completely immersing Spider-Man and the surrounding police officers, the sniper's eyes widened and he turned to his superior officer in panic.

"Sir, I've lost visual on the target!" he shouted and the first in command leaned into the cockpit of the chopper.

He grabbed the pilot by the scruff of his neck, "Take us down lower and clear that smoke. I want that costumed freak behind bars!" he screamed into the pilot's visor resulting in a panicked nod from the man.

The helicopter pilot brought the large steel vehicle down lower and as such cleared the street of its smoke problem, the officers in the chopper looked on in frustration as the only thing visible was a large number of incapacitated police officers lying around in various places on the hard surface of the street. The brightly coloured vigilante was nowhere to be seen and seemed to have disappeared without a trace much to the officers' irritation, it seemed the hunt for the city's own wall-crawler was going to be much harder than expected.

* * *

New York Sewer System

Peter wasn't sure what was going on but at some point during the midst of his witty banter and acrobatic displays of evasion some kind of smoke masked his movements and he was unexpectedly grabbed, nothing had set off his special sense so he was sure whatever it was wasn't any danger to him… or at least he hoped.

"You can thank me later Spider" an eerily familiar voice sounded out and Spider-Man turned to face the one and only Black Cat leaning against the ladders leading up to the city of New York.

Peter tilted his head and sighed, "You again? Are you stalking me? Because seriously this is getting a little out of hand" he let his frustration out in the form of his voice and the thief opened her mouth in a mock gesture of surprise.

Her emerald eyes regained their playful sparkle, "If that's the thanks I get for saving your cute butt then maybe I'll just tell them you're down here" she threatened him with a smirk and Spider-Man shook his masked head tiredly.

He waved off her bluff, "Yeah whatever. Thanks for saving me bla bla bla, can I go now?" Spidey said pointing to a long dark tunnel before he began a steady walk.

The platinum blonde feline rolled her eyes as she followed, "Geez… what crawled up your butt?" she muttered but Spider-Man heard her very clearly.

He turned slightly in her direction all the while still walking forward wading through the ankle high sewage, "Hey you wanted to rescue me. I was having a pretty good day up until now…" he trailed off taking note of the girl's hurtful expression and shook his head with an exasperated sigh.

"… No not because of you, because I'm being accused of murdering someone I respected" the teenager explained and the thief actually looked genuinely shocked for a moment.

"Wow Spider, I never would have pegged you for the cold blooded killer type" she commented and Peter narrowed his eyes behind the lenses.

He turned to her, "Are you serious? I would never murder anyone, anyone! Are you just trying to push my buttons?" he asked fixing her with a small glare even though she couldn't tell on account of the mask.

The Black Cat attempted to calm him down, "I was kidding! Relax, man you can really be uptight when you want to huh? I'm starting to regret helping you out back there" she said more to herself than him.

Spider-Man heard her anyway, "Why did you help me out anyway? I mean yes okay, I'm grateful but you don't seem the caring type" he told her but she brushed it off almost immediately.

The curvy woman stepped closer to the taller vigilante, "I care about you don't I stud?" she whispered causing Peter to glance at her with a smile.

He held up his hand and pushed her away with a single finger, "Spoken for" he merely stated which made the woman deflate with a huff.

But as soon as she had frowned a smile found its way onto her lips, "So that's why you keep ignoring me! For a second there I kinda thought you… well you know… bat for the same team" she awkwardly stuttered out causing Spider-Man to enter a small giggle fit.

His chest heaved with mirth as he tried to catch his breath, the annoyed look he received from the burglar made him shut up long enough for him to gather his thoughts and acknowledge her comment with an actual reply.

Spider-Man placed his red hands on his hips as he fixed her his usual blank expression, "You thought… that I was… gay?" he questioned before Black Cat brought a finger to his chest.

She looked up into his white lenses seeing nothing but her appealing reflection, "My reasoning when a guy ignores all of this" she said pushing her own chest against his.

Peter's cheeks flushed instantly and once again he attempted to remove her away from his body, "Listen it's not that I don't find you attractive it's just that my girlfriend would literally kill me if she found out about this" unfortunately she wrapped her slender leather clad arms around his neck before he could gain any distance.

She cooed, "Ohh… come on Spidey. You know you want me" she continued to tease going so far as to lick her lips.

Spider-Man stared down at her for a second before shaking his head frantically, "No. Nope, not gonna happen" he streamed out peeling his gaze away from her own.

The thief raised one of her eyebrows questioningly, "Really? Well whatever's jabbing me in the stomach says differently" a smile so deviously turned on lit up her features and Peter uttered a silent prayer.

_Oh boy._

However before things could advance even further Peter's grip clamped down on her arms halting her immediately, he paid no heed to the unsatisfied look he received and instead brought a hand up to point in her face.

"Stop, okay? Just stop. I have a girlfriend, all right? Now I don't know what kind of guys you hang around with but I actually plan on being faithful to my girl, I'm sorry to disappoint you but you clearly must have misunderstood the way I handle things. Yes I make jokes but this is by no means a game, now you're consistently popping up in my life none stop so you clearly want something from me so I gotta ask… what is it?" he said finishing his long rant abruptly bringing things to a halt.

Once again the Black Cat huffed blowing a loose strand of silvery hair out of her field of vision, "Fine. Be that way but we're good together Spider, you'll realize it sooner or later. As for what I want, other than a really good time… I'd have to say your help" she finished assuming a familiar pose as she folded her arms over her prominent chest.

Spider-Man nodded, "Okay sexual innuendos aside at least we're getting somewhere. What do you need my help for?" he followed up with another question motioning for his acquaintance for the evening to walk ahead.

She obliged as they walked side-by-side through the dark cramped sewer tunnel, "I thought we went over this? You remember our little talk from last night don't you? You know, before you vented all over me?" she finished the last part with a sly grin.

Spidey tilted his head in her general direction, "… Maybe…" he muttered but did indeed recall the exchange they had shared the previous night.

Black Cat continued, "Well what did we talk about? God, it's like talking to a five year old. Fisk, we talked about Fisk" she answered for him wearing a smirk and Spider-Man halted his strides.

The woman turned towards him with a curious look on her face, "Something I said?" she questioned glancing around her absent mindedly making sure there was no rats or other vermin around them.

Spider-Man sighed, "Okay before I agree to anything I want you to tell me why you're so fixated on the big guy" he ordered her more than asked with his tone a little more demanding than he would have thought.

The silver haired woman nodded her head, "Okay that seems fair. What do you wanna know?" she questioned motioning for him to continue walking.

Peter did so, "Well what did he do to cross you?" the first thought came to mind in the form of a bad pun but it seemed to work anyway.

He noticed the small frown appear on her normally playful lips, "He uhh… he took my father away from me" she muttered out and Spider-Man suddenly felt like the biggest jerk in the world.

He bowed his red masked head, "I'm sorry. You mean he…?" Peter trailed off unsure of whether or not he should continue out of respect.

Black Cat shook her head and breathed in, "No he didn't. He wasn't the one to do it but he was the one to pull him into that kind of life and it ended up killing him, my dad was a thief. Something you'd never approve of but he took care of me and my mom, he never got caught. They called him the Cat, he was so agile and quiet. That's why I think him getting caught was planned and Wilson Fisk is to blame" she reluctantly finished and Peter offered a comforting hand to her shoulder.

He spoke up, "You're not planning to… kill him are you?" a question he had to ask.

Surprisingly she shook her head, "My dad wouldn't have approved. He never harmed anyone, that's what made him so special. I'm just gonna do the next best thing, put him behind bars" she finished glancing up at the slim vigilante.

Peter's brown eyebrows knitted together, "So he really is the guy running the show huh? How big an empire are we talking?" another question with an answer that worried him.

Her face remained serious as she told him, "Pretty much the entire city. It's criminal underworld among various other operations, he's the Kingpin of Crime Spider. Take him down and the entire Big Apple's up for grabs" the thief seemed to perk up at the end of her sentence.

Spider-Man directed his gaze back in front of him, "But if we do take him down someone else is just gonna take his place. If we're unlucky and in this city that's almost always the case, then whoever takes the reigns is gonna be an even bigger jerk than Fisk" he summarized.

The Black Cat hummed, "Then we'll just take down whoever steps up next" she quickly replied and Peter turned his head back towards her.

"Assuming you stick around that long" he said with a slight laugh and she wore a challenging smirk.

The feline winked at him, "Where you go I go handsome" she teased tracing a finger up his toned arm.

Spidey tilted his head slightly, "Are you suggesting a partnership?" he questioned.

The emerald eyed blonde placed a finger to her chin as though she were in deep thought, "Depends. Do you want me to be your partner?" the tone of her voice as low and husky as it had been a few moments ago.

Peter placed a hand on the back of his neck, "I'd rather have you as an ally than be at odds with those unusual powers of yours which kinda reminds me… where did you get those?" he asked her and she stifled a giggle.

"Trust me Spidey, it's a long story. One I'd rather not tell but if you wanna tell me how you got yours I'm all ears" she finished with a smile and Peter didn't see why he shouldn't tell her how he acquired his powers but then again where would the fun be in that.

He cleared his throat, "I'm from an ancient race of highly advanced spider based aliens. The costumes just to hide my grotesque arachnid appearance, I'm actually trying to stop myself from devouring you right now. You look so damn tasty" the result he got was a predictably funny one.

The athletically built woman took a step back in horror for a moment and stared at Spidey, "Please… tell me that was another joke" Peter was surprised to hear a shaky vibe to her voice.

He nodded his head and she relaxed with a small hesitant smile, "You know me all too well" Peter said as the Black Cat smacked him on the arm.

"Don't do that, that wasn't funny… that was just creepy" she wore an expression of annoyance and Peter snorted beneath the red webbed mask.

The teenager had his fun, "Well you sign on to be my partner and that's what you get so expect a ton more" he said making her sigh.

Her emerald gaze glanced back at his bright opaque lenses, "Fine. Just try to tone it down when we get to Fisk's penthouse" she told him and he nodded.

But he did have a few more inquiries, "Remind me again what exactly we would be stealing?" he asked curiously.

Peter could make out some form of reluctance to answer on her part, "It's just… a little personal Spider" he received one but wasn't fully satisfied.

Spider-Man grabbed her by the arm gently and turned her to face him, "What do you mean personal? You seem pretty set on stealing from a crime boss Cat but I don't know if I can do this if you won't tell me what it is you want, after this you won't just be a thief and I won't just be wanted for murder. We're literally painting targets on the back of our heads so you're gonna have to start co-operating with me or I'm out" he told her firmly trying to at least assert himself a little bit.

He received a small nod in return, "It's a necklace my dad gave my mom before she passed away. He told me that it'd be mine one day but when my mom died he always carried it with him, now Fisk's wife wears it and I want it back" the determination in her eyes seemed so bizarre.

_Is she really willing to do this? For something so… small?_

She reacted to his silence, "I know it's stupid but… it's not. It means something to me, besides it's not like that's the only thing we'll be there for" Black Cat told him once more making tracks.

Peter shook his head and followed, "The thing that's supposed to put him behind bars? Let me guess, security tapes containing some rather questionable acts?" he commented making the thief roll her green eyes.

"Yeah right, if we're lucky. Rumour has it he keeps a record of every criminal transaction he's ever organized, he's gotta keep track of it somehow right?" she told him making Spider-Man a little more than suspicious.

Peter frowned, "For someone who hates him with a passion you sure seem to know a lot about the guy" he wondered.

The sultry burglar gave him a knowing smile, "Let's just say I know how to squeeze myself into all the right places" she teased cryptically making Spidey raise an eyebrow.

Peter smirked, "I'll be sure to remember that. So when are we doing this?" he questioned with a little unease.

The Black Cat turned to him as she stopped by another set of ladders leading up to the city's surface, "Not yet but I'll contact you. Here, keep this on you at all times. It's untraceable and just for you so if you do find yourself a little lonely sometime, just give me a call" she said bringing her finger to trace the underside of his chin.

Spider-Man ignored the little gesture and instead directed his eyes towards the small cell phone she had given him, "So it's just you and me? Nobody else, no ex-boyfriends or anything else I should know about?" he remarked as more of a joke than anything else.

But the comment made the girl stop for a moment as if remembering something, "I can't believe I forgot. There've been a lot of rumours floating around that the Kingpin is afraid of someone, a vigilante. And no before you ask, it isn't you. You've got under Fisk's skin without even realizing it, it took me to wake you up to the real world around you. There are dangerous people everywhere and they're out to get you and people like you, it's at times like these that a guy could use some allies and you can find them in even the most obvious of places" Black Cat finished as Peter's brow furrowed.

"Another vigilante? I thought… I thought I was the only one" he muttered making the feline smile.

She placed a hand on her leather clad hip, "Oh you're not. Compared to the rest you're a rookie but they've noticed you and they want to meet you, they've taken quite an interest in your abilities" another cryptic comment and Spidey tilted his head in confusion.

He shook it once more, "Why?" he simply questioned.

Peter wasn't expecting the woman to pout and then pinch his cheek, "You're cute when you're clueless. They're just men, brilliant men but men nonetheless. You're something else, you can do things nobody else can" the teen liked a compliment here and there but his mind was on something else entirely.

His blank lenses stared at her as he spoke, "Then where were they when the Lizard attacked?" a question he had asked once before concerning a different superhero team.

Black Cat flashed another small smile, "The whole Lizard thing was focused on Midtown. The people I know prefer to stick to their own turf, you know? Hell's Kitchen and Brooklyn, hell some of them even like to get paid before they do anything heroic" she finished as Spider-Man shook his head thoroughly.

"But—that's not right! We shouldn't ask for something in return, that's not why we—I do this" he explained and the thief nodded along.

Her eyes were half open as she spoke, "Tell that to them. Look, you clearly have something that motivates you. They do too but what it is will be completely different, you may think it's wrong to do things for money but they may think it's stupid to do things for free. Just wait for me to call and we'll take it from there, okay?" she winked at him before reaching up to his face to peck his mask with a cheek.

Spider-Man rubbed the spot where she had kissed as he watched her scale the ladder out of the sewer, glancing around at his dark dirty surroundings he soon followed. He tried to keep cool when he and the thief were talking but the truth was he hated the sewers, ever since he was almost drowned by Doctor Connors he tried to avoid them but well nothing ever went his way.

Peter came to the manhole cover and lifted it ever so slightly to check whether or not the coast was clear, upon seeing no police in the area and no sign of the Black Cat he hopped out of the manhole and took to the air web-slinging feeling a little safer between the city's skyscrapers than anywhere else.

Truth be told although Peter had handled himself well enough the run in with the police had scared him a little, he really didn't want to go to prison for something he didn't do.

_Murder? I can't even begin to think… I would never! I can't believe they haven't even talked to Connors yet, I would've thought he would've felt a little guiltier about what he did._

**Vrrrb Vrrrb**

Peter glanced down towards his waist as he felt something vibrating through his costume, instead of risking a fall through the air he decided to set himself down on a nearby building. The vigilante quickly dashed behind one of the rooftop's large ventilation shafts and pulled his cell phone out from his thin utility belt, he unlocked the screen to see the word 'Gwen' light it up.

Peter answered hesitantly, "Hello?" he muttered.

The boy braced himself as a feminine voice tore into his ears, "Peter?! I've been calling for hours, where have you been?!" she asked and Peter slapped himself for having the phone on vibrate.

"Gwen, don't worry. I'm fine, I'm okay and bullet free" he chuckled a little but regretted it when Gwen spoke once again.

"The police are after you! This is not the time to be making jokes, they almost had you! It was all over the news, they said you assaulted a group of officers!" she continued to shout down the phone and Peter found himself glance around as a police helicopter flew by with its search light spreading across the rooftops.

Spider-Man pressed himself up against the vent as he whispered into the phone, "Shhhh. Gwen, I'm still out so you're gonna have to keep your voice down… okay?" he paused and waited for a reply.

Peter heard her mutter an 'okay' so he continued, "Good. Now Gwen, I promise I'm fine. They tried to arrest me for the murder of your Dad, I tried to explain but… well I had to act Gwen. I'm not gonna lie Gwen, I was scared. I'm still scared so I'm headed home before I end up getting caught again, I promise I'll see you at school tomorrow. Just don't worry about me and get some sleep, okay?" he finished his tone lightening somewhat for her benefit more than anything else.

The teenager heard her stutter slightly before answering, "… Okay… and Peter?" she asked and Peter raised his eyebrows.

"Yeah?" he threw back.

There was a definite pause on the other end of the line, "… I love you…" she breathed and Peter had to catch himself.

_I—did she just? Is that the first time? I—it can't be, can it?_

The boy stuttered, "I… I love you too Gwen" he answered biting his lip as he did so.

He wasn't sure but he felt as though he could hear her smile as she ended the call on him, did he really even mean what he had just said? Honestly? Yes, yes he did.

Peter beamed behind the red mask as he had openly admitted his feelings for her, granted they hadn't been in a relationship for long but the brown haired boy couldn't deny he felt something special towards her. That kind of unconditional first love was hard to ignore and Peter had been crushing on her for as long as he could remember, the red and blue vigilante swung home feeling a little lighter for the most part as if he was on cloud nine.

* * *

The next day…

Manhattan—Avengers Tower—Upper Floors

Tony Stark shifted in his seat on the sofa as he watched the morning news, footage of Spider-Man taking apart an entire squadron of cops before disappearing in a flash of smoke. The billionaire looked on at the screen as the cops treated Spidey like dirt before he made his daring escape, something churned in Tony's stomach as he aimed the remote towards the large flat screen television switching it off for good.

Although the part of him that hated innocent people be bullied wanted to do something about the entire Spidey manhunt he knew he had other things to tend to, his new suit of armour and the new Avengers recruits weren't going to attend to themselves. Tony would have to deal with them at some point as avoiding them would not work forever, he huffed as he got up off of the sofa and entered the nearby elevator.

The playboy hit the button to go a floor down, where his research laboratories were kept and most likely where Bruce and Hank would be. Tony bit his cheek and rolled his eyes at the thought of Hank, there was just something about him that got under his skin but he wasn't fully sure what it was. Hell, maybe Tony was just being unreasonable. Maybe he should try to get to know him on a more personal than professional level, maybe all of his dislike towards the other scientist had been misplaced.

The elevator stopped at the intended destination and Tony walked out but wasn't fully prepared when a very familiar and recognizable sound entered his ears, he quickly entered the lab to find Bruce hard at work over at his station with ear plugs in and Hank over at his new work station nodding his head to the Metallica track.

Tony furrowed his brow as he walked over to the scientist and used his finger to swipe the sound down on the holographic display in front of the blonde man, the look he received was to be expected and Tony smirked before offering his hand to the scientist.

"Stark, what a pleasant surprise" Hank spoke wearing a curious look directed at Tony.

Tony rolled his eyes as the two released their grip of one another's hand, "It's my tower. How're you surprised?" he asked as he paced over to his own workstation.

Hank watched him go before answering, "It's been what…? A few days and I haven't seen any sign of you, you're not avoiding me are you?" he questioned with a somewhat silly smile.

Tony returned it in good nature, "Why would I avoid you? I've been busy, working on some things" he said not wanting to reveal anything major to him.

Hank shook his head, "Can't be that busy. Not now with Pepper running things around here" he challenged and Tony lifted his head from his work to scowl at him.

"Pepper and I are at an understanding and its Miss Potts to you, so what brings you to my lab? Working on your next life changing discovery?" he questioned sarcastically.

Hank took his glasses off, "Tony. I'm just trying to work, I know what a big deal it is for you to actually tolerate my presence. If you want I can leave and come back when you need me or something, it's not a problem. I'm not taking this Avengers thing lightly if that's what you're worried about, it's a big opportunity to better the world not just with science but as part of a team. What? You didn't think I was nervous when Captain America spoke to me? I almost wet myself" the scientist spoke without a hint of humour to his voice.

If Tony didn't know any better he'd say he was being serious, "You know what? It's fine, go ahead and work. I'm just being unreasonable, it's in my nature right?" he finished diverting his brown gaze away from Hank and towards his own holographic display.

Hank threw a pen up into the air and caught it before pointing it at his work, "Actually I could use some help. See with my particles I can grow big or shrink small but I'm trying to put together a device that allows me to communicate with insects for when I'm that size, you know so they don't eat me?" he questioned throwing in a small smirk.

Tony chuckled, "Because that would be terrible. Sure, I'll give you a hand. So… was that Metallica you were playing?" he questioned gradually making his way over to Pym's workstation.

Hank raised his eyebrows, "Yeah. My own private collection, you a fan?" he asked making Tony scoff.

"You have no idea" he said before putting his own glasses on and taking a look at some of Hank's work.

Hank placed his glasses back on as a thought occurred to him, "Hey do you think we should invite Richards up here sometime?" he inquired as Tony's eyebrows rose in realization.

* * *

Manhattan—Midtown Science High School

The first couple of classes were slow for Peter but his mind really wasn't on any of the subjects being taught, his thoughts were centred on something much more serious. The police were after him, the New York Police Department were after Spider-Man. After the night before they wouldn't be so lenient on him the next time, he'd have to be careful every time he went out. He'd have to look over his shoulder every time he went out on patrol or every time he stopped a mugging, and that was no way to live.

_How long will it be before they hire the Avengers to take me down?_

The thought had crossed his mind on many occasions but only this time around it was completely different, it was serious. Spider-Man may be fast and agile and even pretty strong but not up against a Thunder God or a giant green anger management problem, would he really have to punch Captain America? Honestly? If the choice was either punch the patriot or be arrested and risk his family's safety then he'd go for the former every time, that didn't make him a terrorist did it?

He cracked a smile at the little inside joke and was so wrapped up in his own problems that he didn't even notice a girl bump into him, she hit the floor and her books scattered along the cold polished surface.

Peter's spider-sense buzzed continuously and he looked down to see a disgruntled female student staring back up at him, the girl had short brown hair and eyes of the same colour covered by a pair of glasses and was quite easy on the eyes herself.

"Jessica, I'm so sorry" Peter said leaning down to her level to pick up her books.

Within a couple of seconds Peter had collected her books and pulled her up back onto her own two feet, "Thanks Peter. I—wait… you know my name?" she asked suddenly finding her shoes interesting.

Peter gave a lopsided smile, "Of course I know your name. What kinda question is that? We take science together? I see you almost every day, you think I don't know your name?" he asked feeling a little confused.

The blush on her face was evident as she spoke whilst pushing her glasses back up the ridge of her nose, "No no. It's just I—uh I haven't seen you in a while, I had some stuff going on and well…" she trailed off with sad eyes and Peter remembered what he had heard a few weeks ago.

Jessica Jones had been in a coma due to a terrible car accident, her Mother and Father as well as her little Brother Phillip had unfortunately passed away but she had been spared. Peter was actually relieved, he didn't know her very well but she seemed to be a nice girl and nobody deserved to lose their family at such a young age. Although Peter knew the feeling all too well, a lot of people did. The world was just a cruel place where bad things happened, that's why he went out in skin tight red and blue spandex. To inspire hope and make the world a better, safer place.

The brown haired teenager wore an understanding expression, "If it helps I think I have an idea of what you're going through. I lost my parents when I was young and my Uncle passed away recently but you know, if you need to talk I'm here for you" he told her trying to sound as genuine as possible.

The look he received was such a heartbroken one it made his insides churn in guilt, Spider-Man couldn't be everywhere. Nobody could have possibly known what would have happened but it didn't make Peter feel any better that people still suffered even when he was around.

He placed a hand on her shoulder and gently squeezed if only to reassure her that somebody cared, she gave him a smile. A sad smile but a smile nonetheless, Jessica left without a whisper and Peter kept his gaze trained on her until she was out of sight. He hated to see people in pain, even when it wasn't even remotely his problem. Uncle Ben had told him that it was in his nature to reach out to others, that's what his Father did anyway but then again there was a lot Peter didn't know about his Father.

The secret superhero turned around only to find Gwen standing by her locker in the halls of the school, he smiled at her as he walked over to her and opened his mouth to speak.

"Hey Gwen, I was looking for you" he said surprisingly telling the truth as he remembered their small brief conversation by phone the night before.

Without another word she enveloped him in a hug and Peter's eyebrows widened, her grip was tight as the pair stood there for a moment. Peter's arms were hanging by his side and Gwen's were wrapped around his torso locked in position, he tilted his head down at her and met her green eyes with a smile.

She was the next to speak, "Never do that to me again… ever" she breathed and Peter rubbed her back when she released him.

The teen rubbed his neck, "You know it wasn't my fault. They came out of nowhere, even I was shocked" he explained as Gwen listened intently.

"But you didn't kill my Father, the Lizard did" the blonde girl spat the name like acid.

Peter winced but understood her pain, "I know but he wasn't charged for it. Apparently they arrested Connors for terrorist activities and not for murder so naturally I'm the next best option" he said with worry lines creased into his forehead.

He felt Gwen take his hand, "But can't you do something? Prove your innocence or convince them that Connors did it?" she asked in a pleading tone but Peter merely shook his head.

"Prove my innocence? What would I say? Spider-Man didn't kill Captain Stacy because I'm Spider-Man? No thanks, I just have to accept the fact that the police want me behind bars. From now on I'll have to be extra careful, eventually the truth will come out. It has to…" he trailed off as he furrowed his brow in thought.

Gwen saw the small amount of fear in his chocolate eyes and she understood his fear, nobody wanted to go to prison. Especially for a crime they didn't commit, she tried to change the subject to anything that might have been a little easier to talk about.

"So… about that talk last night?" she spoke up as Peter directed his eyes back onto her.

His eyebrows rose in realization, "I—uhh… what about it?" he asked feeling some of his confidence and bravado leave him.

Gwen's emerald orbs turned to confusion, "Did you mean it?" she questioned subconsciously chewing her lip in anticipation.

Peter stuttered, "I—well of course. I mean it was a little sudden and I—I didn't expect it over the phone but when I think about it… yeah, I guess I do" he rambled on but stopped when Gwen took on a confused expression once more.

"Do what?" she inquired the anxiousness clear in her own voice.

That same lopsided goofy smile found its way onto Peter's lips as he spoke, "Love you... I love you" he said feeling his chest swell with a small amount of pride.

It may have been easy to say over the phone but when he had said it in front of her he had a chance to gauge her reaction, truthfully Peter thought she was about to cry. And truthfully he wouldn't have been prepared for it, comforting someone was never his forte. No, instead he received a relieved smile and a full blown kiss.

The pair locked lips for a few seconds and Peter couldn't quite remember the last time they had kissed quite so passionately, he cupped her cheek and wrapped his arm around her waist as she raked her fingers through his thick brown hair. Gwen's lips tasted sweet, kind of like strawberries and peppermint. The only thing Peter had eaten was some toast and an orange his Aunt had given him, what a winning combination.

The teenager smiled inwardly as Gwen leaned her head away from his but still kept her eyes on his own, her face looked as if it had practically been painted red and Peter guessed his mustn't have been any better.

The teenage girl leaned up to kiss his nose, "I love you too" she whispered and Peter suddenly found himself forgetting about all of his troubles in the whimsical red and blue suit.

* * *

Manhattan—New York Police Department—37th Precinct

"Stupid bug" a man muttered to himself as he sat in the police cells opposite his partner in crime.

Alex O'Hirn tilted his head up to see Flint Marko tighten his fists in anger, "Dwelling on it ain't gonna do you any good. Just forget about it" he advised as Flint raised his head with a surprised and enraged expression.

He roared, "Forget about it?! Forget about it! How am I supposed to forget about it O'Hirn? He shows up every freaking time and busts us, he makes us look like small time rookies! Spider-Man with his stupid jokes and fancy moves, if we had his power he wouldn't be able to touch us!" he screamed slamming his fist down on his own knees in frustration.

Alex would have just rolled his eyes but even he had to admit that Spider-Man was indeed a problem, "I'd like to crush the little runt's skull right under my boot. I'd like to see him make a joke then" he said cracking a satisfied smile.

Flint caught on to what he was doing and joined in, "I'd ring that twerp's neck until I choked the life out of him. Then we'd have no problem at all" he said feeling a little bit better now that he had vented some of his anger.

"All right you two, that's enough" a new voice joined in halting their exchange of words.

The pair of thugs turned to see a police officer unlock and then open the door to their cell, "What? That's it? We get to leave just like that?" Alex questioned sceptically as he rose from his seat prompting Flint to mirror his actions.

The officer just hurried them out with a baton in hand, "Bail's been paid. You're free to go" the disdain and disgust was clear in his voice as he led the two crooks into the lobby of the station to complete all necessary paperwork.

Flint and Alex glanced at one another for a moment, "By who?" they both said simultaneously.

* * *

Outside the 37th Precinct…

The two goons walked down the steps of the building to see a large black unmarked limo waiting for them, the driver of the vehicle was waiting patiently as he held the car door open for them. Flint and Alex turned to one another before shrugging, they both entered the prestigious vehicle and upon doing so the driver closed the door behind them and entered the car himself.

Flint was the first to speak, "So what's going on? Why are we here?" he questioned the only other man in the passenger section of the limo he didn't know.

The man wore a cleanly pressed pitch black suit and a pair of matching sunglasses, his face seemed almost emotionless as he stared at the pair of crooks from behind the shades. He tilted his head down slightly and the pair could make out his eyes, they were blue in colour but seemed almost dead.

Finally the man spoke, "You don't need to ask so many questions. All you need to know is that you've been given a free pass, my employer is interested in you for reasons I can't understand. Quite frankly I think you're both idiots" he trailed off as Alex sneered at him slightly but Flint held the smaller brute back with an arm to his chest.

"But it seems the pair of you are having some trouble, trouble of the red and blue kind" the man cryptically stated but Flint and Alex knew exactly what he was talking about.

Alex spoke up, "So what? What are we supposed to do about him? He's not human, moves too fast" the man guessed glancing over to his partner for a split second.

Flint joined in, "Yeah and for a skinny guy he sure packs a punch" he mused as the man in the shades straightened his tie.

"Well my employer wants him off of the streets and seeing as how you two have had your run-ins with the bug he's chosen you both" he said to the men.

Flint and Alex once more looked at one another with suspicious eyes, "Chosen us for what?" they asked in sync with each other.

The man in the shades smiled for the first time and Flint visibly winced because of it, "You'll see" he said as he brought his hand up to motion the driver to go.

The limo's engine started up and before the pair knew it they were being taken somewhere, where they weren't quite sure but if it meant that they could take another crack at the wall-crawler then they'd be more than happy to oblige.

* * *

Manhattan—34th Street

Two publicly famous figures were currently on a small shopping spree darting from one store to the next, the feminine forms of Janet Van Dyne and Susan Storm could be easily recognized among the passing citizens. Janet or the Wasp as the media knew her was one of the recent additions to the Avengers line-up and Susan was the girlfriend of world renowned scientist Doctor Reed Richards, actually after the women had finished their activities they were planning to head over to the Baxter Building.

Walking down the street the two girls were engaged in conversation, "I'm not so sure about them myself but Hank seems to have confidence in me" Janet said regarding the difficult situation of designing herself and her husband a proper Avengers uniform.

Sue turned to her, "Well I'm not really an expert on fashion. Didn't you want to become a professional designer? I'm sure you'd be great at it" she encouraged drawing a smile from the brunette.

"Between my time with the Avengers and Hank I'm not sure I'd be able to cope, maybe in a few years. You and Reed are lucky, you don't have to worry about protecting the world from threats and stuff" she finished making Sue frown.

The blue eyed woman sighed, "Well given all of the work Reed's been getting lately it's like we never have enough time for each other. He's been working on a prototype shuttle for years, supposedly to reach other star systems outside of our own" she said with a silly smile.

Janet joined in, "To infinite and beyond" she commented as the two rounded a street corner.

Sue shook her head, "He's close. He's dedicated most of his life to it, even worked on an experimental hyper drive for the test flight. I mean can you imagine if he pulled it off?" she questioned with an inspired smile plastered across her face.

Janet wasn't convinced, "Hank said it wouldn't work. Said it'd be impossible, at least for another few decades or so" she stated relaying what her boyfriend had said back to her friend.

Sue placed a hand on Janet's shoulder, "Reed's a fantastic man. I have the upmost faith in him just like my Father did" she said as the pair reached the large entrance to the Four Freedoms Plaza.

Janet rolled her brown eyes, "Yeah well when he can grow really really big then give me a call" she stated before the two of them burst into a round of laughter.

* * *

A few city blocks away…

School had ended and Peter Parker soared through the air on web-lines higher than the kites he used to fly as a young boy, the day had been a relatively uneventful one not that he was complaining but a lack of action made Spider-Man fidgety.

The acrobat ricocheted off of a nearby skyscraper flipping into the air in a blur of red and blue motion, translucent webbing spun around his slim form as he swung through the canyons of the city. The teenager breathed in a large dose of fresh air before he gracefully landed on a billboard in Times Square, he was simply patrolling around the city having nothing better to do but was still trying to conceal himself away from any law enforcers.

Public opinion of him had dropped following the news that he had been accused of murder, Peter had already seen the front page of the Daily Bugle and although one of his pictures was used which meant he would be getting paid the title was particularly worrying. The words 'Spider-Man: Murderer At Large' relayed themselves over and over inside his head and it tied his stomach into nervous knots, things weren't really going the way he would have hoped for Spider-Man but Peter Parker was doing reasonably well.

His grades were gradually climbing back up to what they once were and he was no longer consistently late for class, in fact he was actually managing to juggle everything putting his past doubts to shame. Now all he had to do was try not to get arrested and everything would be hunky dory, Peter folded his arms over his chest as he sat crouched over the billboard.

It was still only late afternoon and Peter found boredom creeping into the back of his mind, "Man I need to find something to do or risk having my brain cease its functioning" he said to himself through the mask as he glanced around the busy intersection below him.

It appeared he didn't have to search for long as the front wall of a bank was blown into oblivion, Spider-Man went into alert mode as he leaned in for a closer look. A figure could be seen walking out of the large man-made hole now present in the structure but Peter couldn't quite discern any features on account of the dust and smoke blocking his field of vision, innocent bystanders fled in terror running in any general direction that wasn't the source of the small explosion.

Spider-Man leaped off of the billboard and with a flourish of the wrist swung in closer to see what all of the fuss was about, to his surprise he was greeted by a bright blue blast of sonic energy. In mid-air Peter was a sitting duck but he did his best to avoid the energy stream by contorting his body to the best of his abilities, he dodged the first shot easily enough but didn't expect the second to nail him directly in the chest.

His spider-sense was blaring as he was thrown for a loop and directly into the hood of a nearby taxi, "Thanks for the warning" he sarcastically muttered to his special danger sense as his vision blurred slightly.

At first he guessed he must have been hit harder than he initially thought as he was seeing two of the same person approach him but even when his eyesight corrected itself he still had to rub his large white lenses and hold back a small laugh, there stood in front of him was a man dressed in a gritty yellow and brown padded costume with a blue visor covering both eyes.

The ominously dressed figure tilted his head as he raised an arm pointing it at the downed vigilante, Spider-Man only just noticed that the other arm was holding a rather large duffle bag full of you know what.

The figure smirked behind the yellow mask, "Well if it ain't the resident bug" he stated before charging up another shot in his gauntlet.

Spider-Man moved on reflex and back flipped off of the taxi with the strength in his legs allowing him to reach a nearby street lamp, the car didn't blow up but the output of the gauntlet propelled it through a store window shattering glass in every direction.

Peter looked back towards the yellow suited figure and shot out a couple of webs in hopes of ensnaring him, "Geez man! What's your problem? Did Grandma miss a stich on your outfit?" he teased feeling his boredom instantly wash away and be replaced with adrenaline.

However the webs had no effect, in fact they didn't even touch the man's costume. It was as though he was surrounded by a small blue force field and Peter's webbing dissolved on impact, his eyes widened slightly behind the mask.

"What's the matter bug? Speechless? You can't even touch me, not while I'm in this suit. Let's see if yours can do the same for you" he exclaimed dropping the duffle bag before he brought up both of his arms to aim at the wall-crawler.

Spider-Man gulped as his spider-sense once again sent alarm bells through his skull but before the insulated bank robber could actually fire any energy an instantly recognizable shield hit his gauntlets throwing off his aim, the blast hit the side of a nearby building leaving a small crater in the walls concrete but ensured nobody was harmed.

The red white and blue shield flung back around cutting through the air like a knife landing safely in the arms of the one and only Captain America, "That's quite enough" he firmly stated with so much authority that Peter almost flung his hands above his head… almost.

For the most part Cap seemed to be ignoring him and it was giving Peter enough time to actually process that he was in the presence of a living legend, his blank white lenses noticed the bank robber twist his head back and forth between the two as if trying to decide which was the bigger problem.

Naturally he brought his gauntlets back up to fire off a huge stream of vibrational energy at an already charging super soldier, with his famous shield in front of him protecting him on his small journey the energy dispersed on impact with the perfectly circular object. Spider-Man watched from nearby as the…

_Okay… he needs a name. How about Vibro? No, that sucks. What about the Human Buzzer? Man I am off my game today! Well that shock he hit me with earlier really hurt… the Shocker? You know what, that's all he deserves._

Peter shook his head from his thoughts as he watched Captain America distract the Shocker, unfortunately the soldier's momentum had been completely halted by the energy blasts and he was stuck in one place holding his own against the thug in a quilt.

Steve turned his head behind the shield to see Spider-Man just watching clearly confused on what he should be doing, the Avenger whistled and Peter's head instantly craned in his direction. Steve made a hand gesture for the man to envelop to the right but Spider-Man shrugged his shoulders not having any idea what he meant, Cap shook his head and darted his eyes back and forth in the direction of the Shocker.

Peter raised an eyebrow beneath the mask having no clue as to what Cap was getting at but gave a thumbs up to him despite it, "I guess he wants me to distract him or something. Oh well, tallyho!" he shouted as he leapt into the air and swung towards the Shocker's right side.

The man saw him coming out of his blue visor and directed both blasts of his gauntlets at the vigilante in the air, luckily Spider-Man still had a firm hold on his bio-cables so he was able to use them to manoeuvre around the blasts with relative ease.

Peter smiled smugly as he had the thief's full undivided attention, "Keep your eyes on the prize Shocky my boy" he exclaimed as the yellow suited bank robber poured on the juice in his shots in an attempt to nail the web-slinger.

"Stay still you son of a-!" he cursed the rapidly moving arachnid.

However before he could even come close to hitting the web-head he felt a solid blow to the jaw in the form of Captain America's star spangled shield, the Shocker felt blood leak into his mask and dropped to one knee as he tried to shake off the blow but the soldier had hit him hard. Feeling his vision grow darker he glanced back up to see Spider-Man standing by Captain America directly in front of him, he heard the red and blue vigilante mutter something about never having to fight toilet paper before he blacked out and crumpled to the floor.

Spidey cocked his head to one side, "How'd you get past his personal energy shield?" he questioned as Cap tapped his shield with his fingers.

"Vibranium, son. Soaks up energy like a sponge" Steve told him.

Peter sighed as he rubbed the spot where he had took a blow to the web patterned chest, "Well that was a little anti-climactic" he commented drawing a curious look from the taller man in red white and blue.

Steve spoke, "You were expecting an hour long battle?" he questioned as Spider-Man shrugged his shoulders.

"No, I just figured it'd be a little more difficult that's all. Compared to everything else this seemed too easy" he remarked staring at the Avenger with his blank lenses.

Captain America nodded, "Well it doesn't have to be. Not when you have someone backing you up" he told the teenager drawing a confused look from him.

Peter tilted his head slightly, "How'd you get here so fast?" he questioned feeling a little more than suspicious and uneasy around the man especially in light of recent events.

Steve grinned slightly whilst he pointed to a building across the street, "That's my favourite coffee place" he said prompting Spidey to glance over the man's shoulder.

He directed his gaze back towards Steve, "And you go to get coffee in your uniform?" he questioned drawing a light chuckle out of the man.

"I'm not going to lie to you Spider-Man but I've been following you for a while" he told him causing Peter to furrow his brow and look back at the route he had used to enter Times Square.

He turned back with his thumb raised pointing in the direction he was just looking, "But I—I was web-swinging" he muttered in confusion.

Steve suddenly hunched over a little bit and breathed in a slight bit of air, "I know. You're very hard to keep up with" he said gathering his breath.

Spider-Man rubbed the back of his neck awkwardly, "Wow. Thanks I guess, that means a lot coming from you but uhh… quick question. You're not here to arrest me, are you?" he inquired drawing his foot back a pace just in case he had to run from the embodiment of America itself.

Cap noticed the small movement and raised his hand towards the vigilante, "Relax Spider-Man. I'm not here to arrest you but I do want to ask you a few questions concerning the Lizard incident and the murder you stand accused of, you're obviously linked to both matters in some way" he said as calmly as possible as to not instigate a direct reaction out of the man.

Despite his slim athletic appearance Spider-Man was a lot stronger than he appeared to be, Steve had seen the tapes and videos online of him in action. His combination of speed, agility and strength was something to marvel at so it was safe to say that if he could he would definitely want to avoid a fight with the vigilante.

Spider-Man grew nervous, "As much as I'd love to I just don't see how I could tell you what really happened without compromising my identity. I'm sorry sir, I really do respect you and what you stand for but I have my family to protect and there's no way I'd endanger their lives" he stated taking a few steps away from the patriot as police sirens blared a small distance away meaning he'd have to depart soon or risk being detained.

Captain America advanced and placed a hand on the teen's shoulder, "Think about what you're doing son. I'm offering my help and you're about to throw that away, the police want you arrested and sooner or later you'll slip up. What would you rather do, spend the rest of your life behind bars or come with me so we can figure this out?" he questioned staring into the blank opaque lenses of the superhero seeing nothing but his determined expression mirrored back at him.

_I am so screwed._

* * *

**Author's Note: **And scene! Just how will Spidey explain himself to the Avengers without letting them in on his secret identity? Maybe he won't. Maybe he'll get help from someone he's never even met before, but just how many others like him are there? Only time will tell but time isn't really something Spidey has, it it?


	6. Just Making Friends

**Author's Note:** Not much to say about this one, it introduces a few more characters as well as revealing some that have already been there. The plot thickens! Kind of anyway...

**aspiringactor:** I wasn't going to, there's a reason I put her in there for a moment or two. She'll pop up later on and you never know, with the right inspiration she just might dye that hair.

**SailorSea:** Thanks for the review, but don't worry nobody will be figuring out Spidey's identity any time soon aside from those that already know.

**spellmugwump97:** YES. Jessica is there, whether or not she'll become Jewel... I don't know *smug face*. As for Spidey joining the Avengers I would have to say read on but don't worry I will not underestimate Spidey, I hate that too. Maybe when his public image isn't so illegal he can show the other super scientists just how smart he really is and although Spidey's a rookie he is anything but dumb. He knows the streets relatively well and it'll only get better with age and experience, remember he's only just received his powers so they're still growing and he's still exploring his limits. And no you don't sound whiny at all, I'd say you come off as passionate more than anything else :)

**highlander348:** Don't worry, Peter will seek help from the Avengers but the fact that he is on the wrong side of the law is actually one of the bigger points to this story so I can't very well resolve it right now can I? Spider-Man's reputation will be cleaned up but with time and to answer your questions about the Black Cat, I'm sorry maybe I should have been a little bit clearer when I introduced her. The Black Cat in this story has slightly heightened agility and reflexes, some would say that they actually are cat-like. She's a master thief in every sense of the phrase and carries a small amount of light but effective equipment that aid her in her heists as well as her fights, things like electo claws and grappling hook and smoke pellets. She has various knowledge in many forms of hand-to-hand combat and it will be explained where she learned this as the story progresses. While she is more than capable in a fight if things don't go her way she can manipulate things in her favour, some would call this a bad-luck ability. When against one another Cat is more than a handful for Peter but despite her reflexes and agility, Spider-Man's abilities are superior (see what I did there?). Whether or not they will learn each other's secret identities is an uncertainty at the moment, maybe if they can build some form of trust between each other. Thanks for the review.

**Nerdman3000:** I'm going to try to introduce as many characters as I can as I'm aiming for a very vast universal feel, thanks for reminding me of Liz. I totally forgot about her until I read your review and I can confirm that she will be making an appearance, maybe not as a major character but she'll be there you can count on it.

**TookTheMidnightTrain:** Thanks for the kind words, I can safely say the same about your series of drabbles. Keep writing!

**Chaos-Guard:** Dude, I got on this :)

I would actually like to take a moment to express my deepest sympathy in regards to the unfortunate incident that occurred in Boston, although it didn't happen in my country it doesn't make it any less tragic. My heart and condolences go out to all of those affected by the bombing.

**Disclaimer:** I don't own the Amazing Spider-Man or the Avengers or the Fantastic Four in any way, the character Spider-Man and all related content is owned by Marvel and Disney with Sony owning the movie rights. The Avengers and all related content is owned by Marvel and Disney and the Fantastic Four and all related content is owned by Marvel with 20th Century Fox owning the movie rights.

* * *

**... Just Making Friends**

The day had been a productive one for both Spider-Man and Peter Parker, certainly better than the previous day anyway. School had gone smoothly as it had been recently and he was managing to keep his personal life and life in the costume separate, Spider-Man had teamed up with Captain America to take down a technologically enhanced bank robber and while he may have served as a minor distraction the important thing was nobody was hurt and that the bad guy was behind bars… right?

So why did Peter feel like he was going to run into a big pile of trouble before the day was out? His spider-sense wasn't tingling but his bad-feeling sense was being kicked into overdrive as he swung between the buildings of Manhattan towards his ultimate destination, Avengers Tower.

Peter had agreed to visit and talk for a short amount of time and with the promise of not being arrested coming personally from Captain America himself he felt a little reassured, though not completely mind you. Captain Rogers had already told him that there was very little they could do about the whole 'wanted for murder' situation unless Spider-Man unmasked, Peter refused saying it was totally out of the question. Steve respected his decision and didn't pry any further but said that there wasn't much a faceless vigilante could do to prove himself innocent as he was already committing a crime just being a vigilante.

Peter frowned at the thought, so then why had the Captain invited him back to their HQ if there wasn't much to be done? The seventeen year old wasn't sure but the more he thought about it the more suspicious he grew, Spider-Man let go of his web-line flinging himself through the air toward the large pristine spire of a building.

He had to admit he thought the structure looked pretty cool, there was just something friendly about its appearance whereas OsCorp looked somewhat sinister in comparison. His hands and feet slammed against the clean glass of the building with a resounding thud but it didn't look like anybody had heard him, Peter was feeling a little tired after the day's events and with it coming so close to the evening he didn't feel the energy to slingshot his way up so instead he opted to crawl up.

Slow and tedious yes but it gave him much more time to think about the things in his life, besides it wasn't like he was in a hurry and what was going to happen to him on the side of a building?

"Excuse me sir but I'm afraid you don't have an appointment with Mister Stark or Miss Potts, in which case I'm going to have to ask you to either make one in the lobby or leave the premises. Oh and please use the stairs like everyone else" a robotically British voice chimed in alerting Spidey to that fact that he wasn't alone.

The red and blue vigilante glanced around jerking his head in every direction possible but still saw nothing, "Say what now?" he voiced his confusion before several large devices of some kind originated from unseen compartments on the building.

Spider-Man sighed as the devices turned out to be turrets of some kind and his spider-sense wouldn't stop buzzing like crazy.

* * *

Unknown Location

The large muscled forms of Flint Marko and Alex O'Hirn were hurried out of the long black limo as it finally came to a stop after a couple of hours, the windows were blacked out so it was only until they actually stepped outside of the vehicle that they saw that they were in a worn down warehouse district.

Flint gave Alex a look that said he didn't like what was going on but the man reassured his partner with a wave of the hand, however before anything else could happen the limo suddenly sped off leaving the two of them alone and confused. They gave blank looks to one another before taking a glance around their surroundings, they had entered a large dark room in one of the warehouses and could barely see anything at all.

Although there was some form of lighting it was incredibly dim and it took a moment for the thug's eyes to readjust to the change, Flint heard a small noise off to the side of him and jerked his head in the direction it had come from. Seeing nothing was there he turned back towards his partner only to find no-one there, he hadn't heard any indication that Alex had left his side and although he wouldn't have admitted it outright the brute felt a small shiver of fear run up and down his spine.

The thought that it was maybe a huge mistake to agree to something without even knowing what he was agreeing to ran clear across Flint's mind, the man wanted out. However before he could run in the direction of any doors that may or may not have been there the light grew brighter and Flint had to shield his eyes for a moment.

When his vision came back into focus Flint found himself staring at a tall wide looming shadow that was even about a head or so above him, he had never felt intimidated on the streets and not even when he had come face to face with Spider-Man but that all changed the moment the shadow spoke.

"Hello Mister Marko, pleasure to have you with us" he spoke greeting the man but the tone of voice was anything but warm.

Flint felt himself shake slightly but resolved to halt the fear, "W-what do you w-want? And where's O'Hirn?" the man silently cursed himself for stuttering.

The shadow grinned evilly, "Ah. Your partner is otherwise engaged at the moment so I'm afraid it's just you and me, but enough chit chat. Tell me Mister Marko, how far are you willing to go to get to the top?" he said in the form of a cryptic question and Flint stalled slightly.

He gulped, "Wh-what do you m-mean?" Flint asked suddenly forgetting about his partner in crime.

The shadow grimaced as he looked down on the man, "I've been watching Mister Marko. I've watched as you and Mister O'Hirn have struggled to get by living on the exploits of petty thievery, not an ideal way to live" he finished prompting Flint to summon enough courage to talk once more.

"Yeah, and y-your point is?" Flint questioned watching as the large shadow thought for a moment.

Finally he spoke, "My point is that your life is already a difficult one. But the sudden appearance of a certain masked individual has made it all the more harder, so I've come to make an offer" he said with finality.

Flint didn't dare interrupt the man out of sheer fear, "What if I told you I could give you the power to stomp Spider-Man into oblivion? Absolute power right at your fingertips, sound good hmm?" he questioned and the thug raised his hand with a point.

His expression shifted to that of a curious one, "What has the b-bug done to get under your skin… sir?" Flint felt the need to end the question with some respect.

The shadow smiled a satisfied smile, "The man's a terrible nuisance. I'm not even sure he knows what's coming or is even aware of me, but you don't need to worry about that. So I'll ask you one final time, are you in?" his tone demanded loyalty and Flint had to repress the sudden urge to question further.

The thug frowned, "I guess so… sir" he stated and was met with a large hand resting on his shoulder.

"Good, good" the shadow drawled out as he led Flint further into the warehouse towards God only knows what.

* * *

Manhattan—Avengers Tower—Upper Floors

Bruce's brown eyes narrowed slightly as he sat at his workstation, he carefully pulled his glasses off and gave them a wipe over before returning them to the perch on his nose. Tony waited for a response as he took a sip of the cappuccino he had made, he sniffed up and placed the glass down for a moment.

Bruce opened his mouth to speak for the first time in a few minutes, "So what you're trying to tell me is that you're making an armour that has the capabilities to kill me?" he questioned in his naturally quiet voice and Tony shook his head and raised his finger in protest.

He fixed Bruce with a firm gaze, "I didn't say kill. I think neutralize was the word I used which doesn't involve killing you, I wouldn't know how to kill you. It's like you said, you can't be killed" Tony stated receiving a questioning look from Hank Pym.

Tony waved it off, "It's a long story" he told him and Hank raised his eyebrows before getting back to work.

Bruce cut in once more, "Still it's a little troubling Tony. What? You don't trust me? I told you, I can control it" he argued and Tony nodded.

"Yeah but it's just a precaution, we wouldn't want a repeat of what happened on the Helicarrier" he said as Bruce looked off in another direction suddenly remembering when he attacked Natasha.

The scientist frowned, "I suppose so. Fury didn't put you up to this though, did he?" Bruce inquired.

The playboy shook his head, "Absolutely not. It's something I've been working on for quite some time, well outside of my other new armour" he threw in surprising Hank and Bruce.

Hank was the first to ask, "How many suits do you need exactly?" he said perplexed that the man couldn't just keep one.

Tony gave him a sceptical look, "As many as I can make. It's a repeated cycle, after I finish my new armours eventually I'll just replace them" he said in an off-handed manner.

The door to the lab slid open and in walked Captain America, Steve nodded towards Hank and Bruce receiving mock salutes back before he turned towards Tony.

"We need to talk" he stated motioning for him to step out of the lab for a little bit of privacy.

Tony complied, "It's a pleasure to see you too Boy Scout" he teased walking through the automated metal door.

Steve rolled his eyes and followed suit after Tony, once he closed the door to the lab giving the pair some privacy he turned to address the billionaire. The man gave him a questioning look but before he could ask about what was going on Steve was already walking down the hallway towards the elevator, Tony wore a confused expression as he rushed to catch up with the red white and blue soldier.

"Uhh Cap? Something you wanna tell me?" he inquired as Steve motioned for him to enter the elevator.

Before answering Steve pushed the button allowing the pair to head up to Tony's private office, "We have an appointment. Try not to be surprised and please approach the matter seriously" the words sounded more like an order than a question.

But then again Tony Stark had never been so good with orders, "What's with the serious attitude? And since when has it been okay for you to invite people up to my penthouse? It's not my birthday, is it?" he questioned wearing a silly smirk.

Steve turned his head towards him, "Your birthdays not for another month" he said making Tony grin.

"So you do care" Tony teased with a dry chuckle.

Steve didn't look back at him but replied nonetheless, "You've been dropping hints for a while now. What could you possibly want that you don't already have?" he asked allowing Tony to raise an eyebrow in thought.

He sniffed up, "We could just go out for pizza. I know this place a block or two away, pretty low key. Nothing too luxurious, you'd love it" Tony said making Cap nod thoughtfully.

"That sounds pretty good" he commented as the elevator came to a stop.

The elevator's metallic doors slid open and the two Avengers strolled out into Tony's somewhat refurbished penthouse office, everything seemed in order despite the fact that there was still a large hole in the middle of the floor but the two men didn't expect the billionaire's personal A.I. to speak up so suddenly.

The familiar British accent of Jarvis filled the room prompting Tony to listen, "Sir it appears there's someone here to see you" he said ever so calmly making the genius roll his brown eyes.

He waved off the notification, "Just tell them to make an appointment like everyone else Jarvis. Tell them I'm out or something" Tony advised as he and Steve continued to walk through the suite.

Jarvis's voice piped up once again, "Sir I'm afraid that's not possible at the moment. He insists he was invited by Captain Rogers, apparently using the elevator is too much trouble for him" he stated with a cool sarcastic tone as Steve turned towards Tony.

"That must be our guest" he said as he moved ahead of Tony walking out of the office and onto the long walkway roof of Avengers Tower.

Tony seemed confused for the most part but followed Steve out despite his cluelessness, his brow knitted itself together as he joined Cap on the roof but his eyes soon widened in disbelief as the red and blue acrobatic form of Spider-Man was flying every which way outside of his tower.

The two merely stared in unison as wall mounted laser turrets tried to immobilize the trespasser firing taser stuns at him repeatedly, the slim man turned his head as he let go of a web-line twisting around another stun round.

Peter shouted in a panicked tone, "Dude! Tell your butler to cool it, I was invited!" he screamed as Steve turned to his friend in slight alarm.

"Tony, any minute now!" he issued as Tony finally came to his senses and pressed his fingers towards his right ear.

He touched a small communications device and spoke, "Deactivate defence protocol. Jarvis, please refrain from electrocuting any more of our guests for the foreseeable future" despite the fact that the man could have been hurt with a couple thousand volts of power a silly smirk found its way onto Tony's face.

Jarvis spoke up once again, "My apologies sir but the man was dirtying the windows with his hands and feet" he said his tone remaining as collected as ever.

Tony laughed as the turrets powered down and the vigilante known as Spider-Man came to land on the walkway in front of them, he stood up straight and Tony was surprised to see that the web-slinger was a little taller than him. Still, it didn't deter him and he walked over to the man with his hand outstretched and a grin present on his face.

"Man, you seriously need to reprogram that thing" Spidey stated but shut his mouth abruptly as the billionaire Avenger was standing right in front of him.

Tony titled his head in Cap's direction, "Yeah well ever since Loki just waltzed in here and threw me out of my own window I thought some defensive precautions should be taken" he stated as a matter-of-factly.

The man looked a little different compared to all of the pictures Peter had seen in magazines and what not, he was a little less clean cut and had dark patches under his brown eyes. Peter figured that being a superhero plus running a global company was tiring enough, hell it made his supposedly busy schedule seem silly in comparison.

Spider-Man looked at the hand for a moment before hesitantly grasping it, "Uhh jello… I mean hullo. That's not right, hello? Just pick whichever one sounded best" the teenager bumbled through his sentence before throwing in a small joke.

Tony read this immediately and could tell that the guy was nervous, "Ease up a little. I have enough with fan girls acting crazy around me, I don't need vigilantes doing it too" he said as the corner of his mouth twitched upwards.

Peter felt a little relieved behind the mask, he had heard that Tony Stark was kind of a douche in person. A brilliant douche but still… a douche, the man's strange sense of humour was notoriously portrayed by the media and Peter made a mental note to be vigilant around the guy.

Spider-Man turned slightly and nodded towards Captain America, "Captain Rogers" he greeted receiving a firm nod in return.

"So… Spidey, what brings you to my humble abode?" Tony interrupted the small exchange turning on his heels and walking back into his penthouse office.

Spider-Man's wide white lenses stared at Steve for a moment questioningly but followed after Tony when the soldier nodded, "Humble? A giant tower overlooking Manhattan isn't exactly humble but it's not as much of an eyesore when compared to OsCorp, I'll tell you that" the teen commented receiving a smile from Tony.

He raised his hand pointing to Spidey, "See? This guy knows what he's talking about, learn to appreciate modern architecture Rogers" he stated before he moved past his own personal bar in the room to pour a few glasses of alcohol.

It wasn't until then that Spider-Man noticed the large hole in the floor of the office, he successfully side stepped it with the aid of a tingle from his spider-sense but the expression hidden behind his mask was utterly confused.

He pointed his red clad hand to the hole, "Is that a hole in the ground? Tell me I'm not seeing things" Peter chirped and Tony glanced up from the bar.

He raised his eyebrows, "Oh that. We had a little problem during the invasion, most of the repairs have been made to the exterior of the tower. You know, appearances and all. Still waiting on that, maybe I should take it out of Bruce's funding" Tony muttered the last sentence to himself more than anyone else in the room.

Steve took his iconic blue helmet off for the first time in a while, "Spider-Man if you'll just have a seat" he said politely but the respect his voice naturally demanded made Peter nod immediately.

The red and blue superhero took a seat at one of the bar stools and was followed by Captain America shortly after, "So… what'll it be boys?" Tony asked with a smug grin prompting a snicker from Spidey and an eye roll from Steve.

Steve gave Tony an accusing look, "I thought I told you that this was serious" he remarked making Tony sigh in exhaustion.

Peter piped in, "None for me thanks. I don't drink and web-sling" he quipped getting a small chuckle from Tony and a small glare from Steve.

"Don't encourage him, you're in enough trouble as it is" the super soldier scolded and Spidey instantly shut up.

He bowed his head, "Yes sir" he quietly added.

Tony raised an eyebrow and spoke up once more out of curiosity, "Is there something I missed?" he questioned before taking a small sip of some freshly poured Crown Royal.

Steve looked across the bar at Tony with a sceptical expression etched onto his features, "Surely you watch the news Tony. Our guest is wanted for murder but we have reason to believe that he's innocent, I believe he's innocent" the Man out of Time finished with Tony directing his gaze at Spider-Man.

The man shifted in his seat under the somewhat questioning look he was getting, it didn't feel too good to be mistrusted but Tony Stark was making Spider-Man squirm in his seat.

Tony took another gulp of his drink downing it the second time around, "Is that the truth? Are you innocent?" he simply asked waiting for an answer from the red and blue arachnid.

Spider-Man stalled for half a moment before he answered, "Yeah. I'd never cross that line and I don't plan on starting, ever" the teenager said making the playboy philanthropist nod.

Tony moved away from the bar and walked around to the opposite side, "Then it's as simple as that. I believe you, you have a kind of honest misunderstood vibe going on" he said as he held out his hand once more for the hero to shake.

Spider-Man shook it but turned when Captain America stood and let his voice be heard, "He's wanted for the murder of Captain George Stacy. A police officer, it's safe to say that you're public enemy number one Spider-Man" Steve concluded making Peter stand up and approach him.

He reasoned, "But I thought you said you could help me. You guys are the Avengers, you're Captain America and you're Iron Man. Isn't there anything you can do? Hold a press conference or issue a statement to the public?" Peter kept his tone calm when in their presence as first impressions were important.

Tony patted his back, "Not without any hard evidence. I mean if you knew who actually committed the crime then it'd be different but until then…" he trailed off unable to find any more words.

Spider-Man shook his head, he knew who had killed Gwen's Father but something was stopping him from saying it out loud. Doctor Connors killed George when he had succumbed to the Lizard transformation, he knew he was partially responsible for his actions but was it really fair to just blame the entire thing on Doctor Connors?

_Could I do that? Just tell them and destroy a man's life just like that? There's a chance he can get better, there's still a chance that he can re-join society. Would it be right for me to just throw all of the responsibility onto his shoulders?_

_I created the Lizard, it's my fault Doctor Connors is rotting away in some asylum. It's my fault Gwen's Dad is dead, it wouldn't be right for me to just push the blame onto someone else. Uncle Ben wouldn't approve, he'd probably turn in his grave._

_What did he say to me? Choice… responsibility? All of this power I have comes with a price, great responsibility. With great power comes great responsibility? It's not legendary but it's all I have, and I can't in good conscious shift the blame off of me and onto someone else who is already suffering._

_Gwen wouldn't approve, she'd probably kill me but I just can't do it. I guess for now Spider-Man has to stay public enemy number one, I just hope the choice I've made doesn't end up getting me killed._

Peter was brought back out of his thoughts by Tony Stark, "You okay? You just kind of glazed over there for a second, I mean I can't really tell because of the mask but you know what I mean" he finished letting Steve begin.

Cap spoke, "The only other person present that night was the Lizard. You wouldn't happen to know if he was the guilty one, would you son?" he grilled.

Spider-Man noticed Steve harden his gaze slightly as though it were some kind of interrogation, "… No sir" Steve took note of the man's hesitation.

Somehow Peter didn't think the Captain was totally convinced but whether or not he suspected something was hard to say, was it wise to lie to Captain America?

_I guess I can add that to my ever growing list of terrible decisions._

He nodded addressing Spider-Man, "Then until we find out the truth we can't take any action. I'm sorry Spider-Man, there isn't anything we can do publicly" the blue eyed man said making Spidey stare at him in confusion.

It seemed Tony was sharing the same feeling as he too was unsure about Cap's wording, "Publicly?" Spidey questioned prompting Steve to remove a small black wireless communicator out of his belt.

He handed it to Spider-Man, "We can't ask you to be an Avenger. With the way things are going now it just wouldn't be the right time son, but we can ask you to be our ally. Strictly confidential and only we would know about it of course, think of yourself as a… secret Avenger or something like that" Steve finished with a smile as he watched Spidey poke and prod the ear piece in his red hands.

Tony cut in, "He stole my idea. I was the one who suggested you for membership, that's a low blow Rogers and you know it" the brown eyed man finished as the wall-crawler turned his head towards him.

Peter stuttered slightly, "I was… considered for membership?" he questioned his voice catching in his throat a little.

Tony patted him on the back, "Actually you were more of an afterthought. But that reminds me, how would you feel about meeting the rest of the Avengers?" he questioned resulting in a hesitant look from Steve and a… well they couldn't see Peter's face but he had grown silent so they figured he must have been a little shocked.

Spider-Man faced Steve, "Is this why you invited me here? To recruit me?" he inquired.

Cap nodded, "There isn't much we can do about your criminal standing but it's a start. Have a little faith in the system Spider-Man, the truth will come out eventually" he resolved making Peter inwardly sigh.

_I could have said that, so they've come to the same conclusion too. Will I ever get a chance to prove I'm innocent without destroying the life of another man?_

As if on cue Peter's thoughts were interrupted and the elevator to the penthouse office dinged letting everybody know that someone was coming up, to everyone's surprise and Spider-Man's confusion it was a woman. A blonde woman in civilian clothing, just everyday casual street wear.

"Steve, I've been looking for you everywhere. Bruce said—!" Carol's sentence wasn't finished as her blue eyes took in the image before her.

Steve Rogers and Tony Stark, but that wasn't what had her in full agent mode. Between them was the notorious vigilante known as Spider-Man, the first thing she did was reach for the gun strapped to her hip. It was due to S.H.I.E.L.D protocol that she carried one but unfortunately all she grasped was thin-air, she turned her gaze back up to see that Spider-Man was holding her gun. Apparently he had web-zipped the thing straight out of her holster before she could even react, her gaze hardened.

The red and blue man took it apart in the blink of an eye, "Was you seriously thinking about shooting me? If this is any indication as to what the rest of the team will be like then I'll pass on the introductions" he mocked dropping the disassembled piece of weaponry to the ground.

Tony glanced at Steve with a smirk, "I bet you five grand the same thing happens" he muttered but Cap and Spidey picked up on it.

Steve spoke first however, "Five grand? I don't have that kind of money" he shot back but Spidey jumped in.

"What are you guys talking about? And who's the girl with the itchy trigger finger?" Peter questioned feeling a low tingle in the back of his skull.

Carol frowned, "It's Ms to you" she stated through gritted teeth before she stalked forward toward the criminal.

Steve stood in front of Spider-Man while Tony folded his arms and watched with a smirk, "Stand down Carol. That's an order" Cap said sternly prompting the woman to sway slightly before completely halting in her footsteps.

She turned to her fellow Avenger with an incredulous gaze, "You're defending him? With all due respect Captain, that man is a murderer. He should be behind bars" Carol spoke balling both of her hands up into fists.

Steve replied, "And with all due respect Miss Danvers we believe this man to be innocent. You're not with S.H.I.E.L.D anymore Carol, learn to have a little faith in your teammates" he said making Carol roll her blue eyes dramatically.

"The facts state otherwise, there is hard evidence pointing to Spider-Man's presence directly on top of the OsCorp tower at the exact moment Captain George Stacy was murdered. If that's not good enough I don't know what is" she stated with finality before pressing onward approaching Steve.

He stood firm, "He saved the city at the cost of the Captain's life. I've done some investigating myself Carol, the Captain was impaled with two large sharp objects. Have you taken a look at the man behind me? Does it look like he carries two large swords on him underneath that spandex suit?" Steve questioned as the blonde haired woman got directly into his face.

Carol frowned, "How do we know he doesn't have some kind of 'spider stinger' or something? You seem pretty quick to defend a man who hides behind a mask" she pointed an accusing finger right into the super soldier's chest.

Steve paused for a moment before he turned his head to take a look at Tony and then Spider-Man, "Maybe I don't like it when someone picks on the little guys" he breathed out as he directed his gaze back at Carol.

Her eyes seemed inquisitive for the most part, was she really arguing with Captain America? The man she and so many other people had idolized growing up? She took a step back and shook her head as if clearing it for a moment, Carol's blue orbs found themselves once again staring at Steve.

She blew a loose strand of hair out of her face, "How certain are you Steve?" she asked after a few moments.

The Captain's jaw tightened as he glanced back at Spider-Man who stood completely still as if waiting on his word alone, "I'd stake my life on it" he stated and noticed Tony raise his eyebrows as he turned back to Carol.

She swallowed her pride, "Fine. But I'm only letting this go because I respect your decision, I won't tell Fury but if he finds out through some other means then it's out of my hands" Carol briefly paused to look over Cap's shoulder and glare at Spider-Man.

"I can't say I'm happy or comfortable with this but I trust your judgement, you on the other hand" she stopped and made the 'I'm watching you' gesture with her hand.

Carol turned to leave with a frown, "And Stark?" she called out as she stepped back into the elevator.

Tony raised his head expectantly, "Cut down on the alcohol. I can smell it from a mile away" she advised before Tony raised his empty glass in acknowledgment.

An awkward silence set in as the elevator doors closed, Steve glanced to Tony who in turn looked at Spider-Man while he merely stared at his feet for a moment or two unsure about whether he should say anything else. The small moment of peace was cut short by Captain America, he swatted Tony on the arm resulting in the man recoiling slightly.

"Where were you back there?" he asked the billionaire who spread his arms wide in faux innocence.

The smirk was evident on his face though, "I was observing. You told me I shouldn't talk to women so… I didn't" Tony elaborated making Steve shake his head in reply.

"I don't think you understood what I meant" he said as Spider-Man watched the exchange.

The teenager cleared his throat reminding the two Avengers that he was still present, "So… what was her problem?" Peter questioned rubbing the back of his neck slightly.

Steve folded his arms over his chest, "Let's just say she follows the law very closely. But this is my team and as such she will follow my orders but be careful Spider-Man, she's a very determined woman" he resolved staring into the man's wide white lenses.

Peter nodded, "Yeah I got that part. Hey, it's uhh none of my business but I couldn't help but pick up on a few words back there. S.H.I.E.L.D? I'm willing to guess she's not talking about that" he said pointing his thumb over his shoulder to reference the red white and blue shield resting on the bar.

Tony elbowed the teen in the shoulder, "I wouldn't even bother asking. You won't get anything out of him, me on the other hand" he trailed off making Steve scowl slightly.

He raised his hand to cut him off but Tony shook his head silencing him, "The guy needs to know Steve. It's just a matter of time before they contact him, think of S.H.I.E.L.D as the organization that all governments answer to. If you exist then the chances are pretty high that they know everything about you, if you stand out like me or Captain Rogers here then the chances double. Same goes for you Spidey, despite the fact that you wear a mask S.H.I.E.L.D probably knows every little secret about you" he finished with a serious look.

Peter felt like he had just been hit by a sixteen ton truck, did people know? But he had been so careful, hadn't he? His thoughts continued to race at insane speeds before he came to two conclusions.

_Aunt May and Gwen, they're involved. If S.H.I.E.L.D knows then chances are somebody else can find out, this is a nightmare!_

Fear wracked though the boy, fear for the safety of his loved ones. It would kill him if anything happened to either of them, should he stop being Spider-Man? Should he give up the mask if it meant his family and friends would be safer for it? Peter had always told himself that if it ever came to that decision then he would know what to do, he would have to stop being Spider-Man.

Steve's voice cut through his thoughts like a knife, "He's just trying to scare you Spider-Man. If S.H.I.E.L.D knew everything about you then they'd have already approached you by now, that's what they did with each of the Avengers. Don't worry Spider-Man, we're on your side" the World War Two hero reassured him by placing his hand on his red clad shoulder.

However it did little to ease Peter's doubts and worries, "Tell that to the rest of New York" he muttered before stepping away from the Captain and Tony.

Tony frowned, "You going somewhere? I was gonna ask about those web thingies of yours" he said receiving a roll of the eyes from the super soldier.

Spider-Man was confused for a moment before he stole a look at his own wrists, "You mean my web-shooters? I don't know…" he trailed off as Tony approached him.

The genius slung an arm around his shoulder before speaking, "Oh come on! Learn to live a little, tell you what… if you let me take a look at your web-shooters then I'll let you take a look at my arc reactor. So what do you say? Deal?" Tony questioned as he led Spider-Man towards the elevator.

For the most part Peter seemed hesitant, "I mean they're nothing special. I threw them together with some old watch parts and mechanical gears, I'm actually kind of embarrassed I haven't improved them yet. I'm not exactly a billionaire by day" he admitted feeling somewhat inadequate in the presence of Iron Man.

Tony brushed it off as he pushed a button calling the elevator back up to his office floor, "I've got tons of equipment downstairs. I'll let you improve them, free of charge" he offered and it was a generous one at that.

Steve cut in as the three of them entered the steel construct, "Is this really wise Tony?" he questioned but it seemed to fall on deaf ears as the man was too busy talking to the wall-crawler.

"Does it really keep you alive? I mean I've read a few articles but—" Peter was suddenly cut off by Tony as the doors to the elevator slid to a close.

The playboy tapped his chest and the distinct sound of metal could be heard, "It's keeping a cluster of shrapnel from crawling its way into my heart. It's not ideal but it keeps me alive, it's not just a piece of tech. It's a part of me now and I've learned to live with it" Tony answered trying not to remember the nightmare that was his kidnapping.

Peter felt the emotion in the words and shook his head, "I'm sorry. I didn't mean to—" he once again found himself cut off by Tony Stark.

He offered the masked man a smile, "It's fine. I don't dwell on it and you shouldn't either, I'd rather be the life of the party than have a pity party. Now come on, let's go make science happen" he coaxed and Peter couldn't help but smirk slightly.

The man had an infectious sense of humour, something Peter hid during his normal day to day life. It wasn't until he put on the red mask did his playful quipping side come out, there was a fine line between Spider-Man and Peter Parker but sometimes even Peter blurred the lines a little bit. He would often find himself hold back in situations where jokes presented themselves, he only acted like a merge of the two when he was around Gwen for obvious reasons.

The three of them stepped out of the elevator and Peter couldn't help but feel a little out of place even though Cap was still suited up, he was surprised to see that there weren't any people running around the tower getting their jobs done but then quickly reminded himself that he was dealing with superheroes. They needed their own privacy just like he did, the only real difference was that he didn't have the top couple of floors to a skyscraper all to himself. An overwhelming sense of envy surged through Peter as he walked past various laboratories in his red and blue costume, it wasn't until the three men reached one particular lab did Peter freeze up a little.

There working quietly in the lab were two more of the world's greatest minds, Doctor Henry Pym and Doctor Bruce Banner. The Midtown Science student felt himself dance a happy dance on the inside but on the outside he tried to retain a cool and calm composure, he was still seen as a vigilante after all.

Tony opened his arms wide as he entered the lab, "Boys. Allow me to introduce you to our new best pal, Spider-Man wave to the nice gentlemen" he exclaimed with a smile as Steve face palmed slightly.

Bruce and Hank raised their heads and their eyebrows rose in surprise, Spider-Man raised his gloved hand and gave a weak wave in return but stopped when he realized just how stupid he must have looked and when he saw the frown on Bruce's face.

"You can't be serious?" was all the gamma expert said as he sat back in his chair to get a good look at Spider-Man.

Despite the awkwardness Tony's smile never left his face, "What? Was it something I said?" he asked as Spider-Man wished he had left when he had the chance.

Bruce sighed, "The man is a killer Tony. I can't believe you'd be so reckless as to actually bring him into the tower, no good can come of this" he said turning back to his work apparently having had enough of Tony's behaviour for the day.

It seemed the scientist wasn't even alarmed at Spider-Man's presence despite the fact that he was a wanted man, well then again Bruce Banner wasn't exactly a push over. Especially if you got him really riled up, the man was a ticking time bomb.

Hank cut in, "You mean that's not just some guy in a well-made Halloween costume? I thought we were being punked" he said earning a groan from Bruce and a snicker from Tony.

Steve spoke, "I think it's safe to say that this isn't one of your best ideas" the blue eyed man stated earning an awkward look from Spider-Man and a wave of the hand from Tony.

* * *

Manhattan—the Baxter Building—Upper Floors

The world famous scientist Doctor Reed Richards was facing a substantial problem of his own, the physicist was facing eviction. He and all who inhabited the top floors of the skyscraper either had to come up with the rent in the small space of a month or find another place to live and quite frankly the latter option wasn't even considered an option by Reed, all of his equipment was situated in the building and there was too much of it to be held anywhere else.

As the man sat at his desk in the wide open space of the top floor he was running through various possibilities to gain the money that would be needed to keep his family in their home, and he was sure that only one would work. Despite the danger of it his experimental shuttle was an absolute certainty to work, he had spent his entire life working out the tweaks and fine tuning the equations until they were all exactly spot on.

Reed was certain that it would work as it would open him and his family up to a whole new realm of possibilities, if he succeeded in his goal then they could live wherever they wanted. They could do whatever they wanted, companies from all over the world would line up to hire him. The government would pay him to work on other projects, it was a win win situation.

But despite all of these certainties and calculations there was something in the back of his mind that told him it was a bad idea, some form of doubt that wouldn't leave. Should he go through with it? It would better the lives of him and everyone around him if pulled off correctly, it was the only option.

Reed ran a hand through his brown hair and looked down into the reflective surface of his desk, he turned his head slightly to see his hair was greying around the sides of his head. No doubt due to stress and worry, the fact of the matter was that everything rested on the experimental test flight. It would make or break him and that was something he was willing to risk, the genius was interrupted from his thoughts as his long-time girlfriend waltzed into the lab.

Susan Storm wrapped her arms around Reed's shoulders as she kissed him on the cheek, "Still worrying about the flight honey?" the bombshell blonde questioned seeing how stressful the man was.

Reed gave a weak smile towards Sue as he touched her hands with his own, "How can I not? Everything's on the line Sue, the pressure is unbearable" he sighed heavily making Sue frown.

The woman grasped his chin lightly and turned it towards her own face, "You're tense Reed. You need to relax, spend time away from the lab. Everything's gonna be fine, we all have faith in you" Sue tried to reassure him and evidenced by the uneasy frown he was giving her it wasn't working the way she had hoped.

"But what if I'm wrong, the slightest miscalculation could turn the flight into a one way trip. What if Victor is right? What if I've made a mistake? I don't know if I can risk that, I don't want to lose any of you" he voiced his fears as Sue rubbed his shoulders gently.

She whispered into his ear, "Don't let Victor get to you. He's just jealous of this" Sue encouraged tapping Reed's head lightly.

The scientist smiled despite his situation, "You always know just what to say" he breathed as Sue kissed his neck.

She smiled, "When it involves catering to your ego. Let me ease some of your tension sweetheart" Sue said as Reed shut his eyes with a lopsided smile on his face.

However before the lovers could go any further a fiery blonde haired teenager strolled into the room with his hands tucked into his pockets, "Wow. Don't mind me, I just live here. It's not like you have a room for that or anything" a Mister Jonathon Storm sarcastically stated as he walked past the pair towards the kitchen area of the top floor.

Susan and Reed both raised their eyebrows in reply, they couldn't very well continue their act given Johnny's presence so instead they got up to follow him into the kitchen. The boy hadn't left his room in days and had barely said anything for a few weeks so it was surprising to see him out and about, it was even more surprising to hear him poke fun at his older sister after so long.

Susan's brow furrowed as she watched Johnny grab himself a can of soda from the refrigerator, he took a long gulp of the drink before he stared blankly at his sister. Reed joined them in the staring contest until Johnny raised his arms in confusion.

"What?" he asked as Sue gave him a bewildered look.

She spoke, "What do you mean 'what'? You haven't come out of your room in days Johnny, we were beginning to worry about you" the woman said not understanding Johnny's laidback attitude.

Reed cut in, "I have to agree with your sister Johnny. We've all been concerned, even Ben" he said prompting the teenager to scoff.

He walked past them once more making them follow him, "I don't need you all to baby me okay? I'm a big boy, I can deal with things on my own" Johnny claimed before Sue gripped his arm lightly and turned him around to face her.

She gave him a stern sisterly gaze, "We never said you couldn't Johnny. We both took Mom's death hard, I didn't even know how I was going to cope with it until I remembered something. Do you wanna know what that something was?" she questioned him as Johnny stared back at her with a frown.

Sue took his silence as a sign to continue, "I remembered that I had a little brother to take care of. I had to bury whatever pain I was feeling and make sure you were going to be okay, you don't have to be alone Johnny. We're all here for you if you need to talk, I'm here for you if you need to talk" she said with tears on the verge of spilling.

Johnny furrowed his brow and yanked his arm away from his sister, "You're not Mom Sue. So stop trying to be, you were the one who left me and Mom on our own but now you wanna help me out? I told you I'm fine so just leave me alone" he finished turning away from her.

The words pierced Susan like a bullet and the first thing she did was instinctively reach out for him, however her motion was halted by Reed's firm hand. She turned to him in protest but he just shook his head, Johnny walked out of the lab and Sue had no idea what to do next.

Their Mother's sudden passing was something neither of the two was ready for, Sue was busy with the events in her life like moving in with Reed and going back to school for her degree in biology. Johnny was attending Midtown Science and living life without a care in the world, she had previously thought that her little brother secretly resented her for leaving their home but it was clear now what his feelings were on the matter.

Reed's expression softened slightly, "Just give him some time Sue. He'll come around eventually" the scientist was rarely wrong when it came to his profession but when the thoughts and feelings of family were involved it took a lot more than simple math to explain.

Johnny stormed towards the elevator leading down to the lobby but was slightly surprised when the metal doors slid open to reveal Benjamin Grimm, despite the teenager's moody disposition Ben smiled.

"Hey Johnny, haven't seen you in a while. How you doin' kiddo?" he asked but was perplexed as the younger Storm barged past him and entered the elevator himself.

Ben turned to the teenager as Johnny continued to ignore him, "Does Suzy know you're goin' out?" the brute of a man grilled earning a roll of the eyes from Johnny.

As the kid continued to ignore him Ben pulled out a small note of paper from the pocket of his Yankees hoody, "Hey I got somethin' for you. Kid by the name of Peter Parker wanted me ta give this ta you, said you should give 'im a call sometime. He goes ta Midtown" he explained offering Johnny the note.

The blonde teen grabbed the note forcefully and stuffed it into his pants pocket figuring the action would make Ben leave him alone, Ben backed off with a wave and a concerned look etched into his features.

"Just stay safe aright?" he lead on but when he received no answer he shook his head and made his way towards the direction Johnny had come from.

The golden doors of the elevator slowly shut and Johnny scrunched his eyes together trying to hold back the tears, despite the fact that it had been a while since his Mother had passed it still ate him up inside. He hated the fact that his ego wouldn't let him open up, the boy knew his sister was only trying to help but the day he received the bad news was the day he began growing up. Sue had been hounding him for years to act his age and be mature and now that it was only her and himself left he finally understood how cruel the world could be, the world had taken his Father from him first and then came back for his Mother in a sickening twist of fate.

He just needed time, that's all he needed. As Johnny wiped his tear stained eyes he remembered the note Ben had given him, feeling his curiosity peak he reached into his pants pocket and pulled out the crinkled piece of paper.

It didn't say much, it just had the guy's name and number written in black ink. For the past few weeks Johnny had completely cut himself off from the outside world, what friends he did have had got on with their own lives leaving him with no other options. He didn't like it but if he wanted to get back out into the world it would be as good a place to start as any, now that he thought about it the name Parker did sound kind of familiar.

Ben mentioned he went to Johnny's old school, the blue eyed teen couldn't recollect much about him aside from the fact that he was bullied… like a lot. And the guy was always carrying a camera for some odd reason, Johnny figured he could have been the school photographer. It wasn't much but it was a start and if he was going to get on with his own life then it would be all he needed.

Back in the lab the couple stood in silence unsure of how to deal with each of their problems until the large strong form of Ben entered the room, he threw them a confused look before pointing his large thumb over his broad shoulder.

"What's eatin' the kid?" he asked in his familiar accent as had just passed the blue eyed boy not moments ago.

* * *

Manhattan—New York Police Department—37th Precinct

Another person working relatively late was police Detective Jean DeWolff, many cases demanded the woman's attention but none had grabbed her interest more so than the mysterious case of Spider-Man. He was sloppy and left evidence everywhere he went, the evidence in question being the webbing he shot all over the city. The only problem was that it completely disappeared after one hour so the forensic department could never reverse engineer it and figure out how he had made it, it seemed the guy was pretty smart under that mask of his.

The woman in her late twenties reached over her desk to grab a piping hot cup of coffee, ignoring the temperature she took small sips before scanning a few more pictures of the web-slinging vigilante. The only pictures the police had on hand that were actually in focus were the ones published by the Daily Bugle newspaper, some kid by the name of Parker took each picture and Jean suddenly found herself wondering how he shot each angle perfectly.

Pushing the thought to the back of her head for the time being Jean reflected on the night before, she had pointed a gun at Spider-Man and it didn't end with the man's arrest. In her own honest opinion she didn't mind the wall-crawler, crime was at an all-time low thanks to his assistance yet he was still hounded by the police.

Jean snorted, she didn't see the Avengers running around town cleaning up crime yet they received recognition for their actions. It was all somewhat confusing for people though, super humans were popping out of the woodwork almost every day and if the attempted arrest of Spider-Man was any indication he was a superhuman too. The brunette remembered the man tear through a squad of almost thirty officers and had to raise her eyebrows at the thought, despite the fact that he was on the wrong side of the law it had been a fairly impressive display.

But her job dictated that she bring him in, arrest him on sight. Once again she scoffed at the thought, as if one officer was going to arrest Spider-Man. However the murder he was wanted for was troubling indeed, Captain George Stacy. Jean didn't know him that well but knew full well that he was a good man and died protecting the city from the Lizard, some argue that he aided Spider-Man against the Lizard. Some say that Spider-Man killed George before taking down the Lizard but the thought made her roll her eyes, were people really so dumb as to think that a vigilante would kill a police Captain before saving the city?

It was no question that Spider-Man was involved with saving the city, everyone knew he was involved one way or another. It was all over the news that he was swinging his way to the OsCorp tower and then straight after he had arrived the crisis had been averted, that couldn't have been a coincidence and Jean knew it.

Her thoughts were halted as a fellow police officer stood in front of Jean's desk, Officer Vincent Gonzales wore a charming smile as he addressed his superior.

"Hey Jean, you getting ready to clock out?" he asked as the woman leaned back in her chair to look up at him.

Jean put on a fake smile for his benefit, "Not quite yet Vin. Still got a ton of paperwork to get through, I'll see you in the morning" she said hoping that her effort to nip the conversation in the bud had worked.

The truth was she had finished up with most of her work and was getting ready to head home for the evening but if Vincent knew that then she was sure he would offer her an escort home but she really didn't like the guy, there was just something off about him whenever he showed up and his attitude towards his job was spotty at best. In short the man was a class A sleezeball in every sense of the word, he just needed to take the hint.

Vin faltered slightly and grumbled something to himself under his breath, "All right. Catch you later Jean" he departed striding his way out of the room.

Jean sighed to herself in relief, she really wasn't in the mood to have to deal with any advances from someone like Officer Gonzales. Even if she did like him she would have still spurned his offer, the woman was perfectly capable of making the journey to her home on her own.

As Jean left the precinct for the night she could feel in the pit of her stomach that Spider-Man was innocent, she just had to decide whether or not she was going to do something about it. The green eyed woman stepped out of the precinct building and hailed a cab for the ride home, despite the fact that she carried a gun the streets weren't safe at night.

As she stepped into the cab she felt herself hesitate slightly and something urged her to look up, Jean did and upon doing so spotted a small black figure swinging between the buildings of Manhattan. He soon disappeared from view and as Jean gave the cab driver her street name she couldn't help but wonder just where he was going, after all he had to have a life of his own outside of his questionable vigilante activities.

* * *

Queens—Forest Hills

As night fell across the largest borough of New York the shadowy figure of Spider-Man could be spotted soaring across the sky aided by translucent webbing, the teenager had been asked to leave Avengers Tower as his presence was apparently making Bruce Banner uncomfortable. Peter didn't blame him, a lot of people were uncomfortable around him. Well when he came into contact with people, some hated him and some loathed him but there were a few he had met that appreciated him and even liked him to an extent.

He still had the small communications device on him and didn't see the harm in keeping it safe and on hand for future reference, at least he didn't have to be afraid or weary of the Avengers… well some of them anyway. The boy didn't really get a chance to take a closer look at Tony's arc reactor but he figured there would be another one some other time, surprisingly the billionaire had given him a few multipurpose tools to use when he decided to rebuild his web-shooters. It was really something and Peter couldn't help but smile knowing that there were some people out in the world that trusted him, but as soon as happy thoughts filled his head they were replaced with ones of doubt and anxiety.

What Tony had said about the S.H.I.E.L.D guys really put the fear of God into him, the fact that there was a possibility that someone knew who he was under the mask scared him. The effects his secret could have on his life if it ever got out would be catastrophic and he knew it, Peter just didn't want anybody close to him to have to suffer for his mistakes. He had already lost his Uncle because of a lapse in judgement, he didn't want to have to bury any more of his relatives anytime soon.

He came to land on the porch of his home just outside of his window, he quickly switched his suit for his civvies and put the costume into his bag. Peter opened his window slightly and threw the bag through watching as it landed softly on his bed, instead of climbing in through the window he opted to use the front door as he was home a little earlier than he was used to and there was no doubt that his Aunt May would be waiting for him.

The athletic teen dropped down in front of his front door silently, he walked up to the door and tested it only to see that it was already open. Upon entering the warm house Peter could hear the kettle boiling and guessed that his Aunt must have been expecting him, he wore a smile as he walked into the living room but it soon disappeared as he deduced that his Aunt was entertaining someone.

May took notice of Peter and smiled brightly, "Peter. Home earlier than usual, I thought I was going to have to send this poor boy on his way" she teased as said boy turned his seat around to face Peter.

The boy wore a smile as he approached Peter for a hug but the brown haired teen paled slightly, "Harry?!" he managed to get out as he returned the gesture.

Relenting from the hug Harry Osborn himself beamed, "Long time no see Pete" he greeted and Peter suddenly found himself at a loss for words which in any case was a very rare thing.

* * *

**Author's Note:** Things just got interesting! I worked my butt of to get this one out pretty soon so I hope you enjoyed it, remember this is literally my first proper time writing for these characters so if anything was off just say so and I'll try to work on it for the future. Thanks for reading and remember to stay safe wherever you may be.


	7. Bring Me A Dream

**Author's Note:** Hello all! It's been quite a while hasn't it? Sorry for delaying this chapter a little longer than the rest but I've been very busy lately, much more busier than usual which is saying a lot.

Anyway, review time! And wow, there's quite a lot... jeez that's generous.

**Kyubbiman:** I have to admit when writing it I was having second thoughts about whether or not Peter would tell the truth or not but eventually my inner Spider-Man purist won out, Peter wouldn't want to deprive Doctor Connors of his family if the man had a chance at redemption. Spider-Man/Peter Parker has the utmost respect for all forms of life and would never purposely ruin one or take one, if there's any chance that Curt can be rehabilitated and rejoin society then Spidey will do anything in his power to make that happen... even if it means lying to Captain America.

**The Astonishing Spider-Fan:** Thank you, you're not so bad yourself :)

**aspiringactor:** I'm glad somebody caught that! And I might be at fault for not fully explaining that but no, he Fantastic Four do not have their powers yet so right now they're just the normal four. And you may be seeing Wolverine or the X-Men pop up at one point, maybe even some point soon.

That's understandable since aside from a few bits and pieces I've never really written anything for Carol but just to clarify she wasn't going to kill him, she was going to restrain him. Hell when I first thought about writing that scene I was originally going to have the two of them fight but I just thought that would've been a bit surreal and rather pointless, the reason she was going to arrest him is because he wears a mask while the other Avengers are more open about their identities (excluding Bruce) and because currently Spider-Man is a wanted murderer. Speaking of Bruce yes he was being hypocritical but don't worry there will be plenty of time for him to learn what Spider-Man really stands for (I'm still trying to think of a way to have him Hulk out but don't worry I really want to include it too), man everybody is really hung up about Spidey telling Captain America a lie. Don't worry as Steve is smarter than he let's on, you'll see what he really thinks of the entire situation next chapter. And I'm glad you enjoyed DeWolff's thoughts, I love her as a character so it was a must for me to include her into this world and she'll be doing some snooping around herself.

Thanks for reviewing.

**GumGumOnigiri:** I feel your hatred, I hate Harry with every fibre of my being too but it's kind of mandatory that he'd be in the story especially if Norman will be later on. Nice rant though, made me laugh :)

**Cat****-Eye-Sapphire:** Thank you so much, I try to keep them interesting and engaging for as long as possible. Glad you're enjoying!

**Chaos-Guard:** Don't worry, Bruce will open up eventually. It's only a matter of time and nobody can resist the charms of Spider-Man for too long!

**highlander348:** Wow, I never really thought of it like that. I guess you are right but even considering all of this would Peter really let a man rot away in prison if he has a chance at a normal life again? I'm really trying to keep Peter in character so it all really is trial and error, thanks for the feedback though.

**freedomtoaster:** Oh jeez the pogo stick?! Made me laugh, thanks. Despite what some people may think I'm not really that big of a fan either, I respect the character as part of the Spider-Man mythos but that's about it. And yeah, I actually hate it when writers make Peter so dumb communication wise. I mean come on, he fires off like twenty quips a second and Spidey's streetwise! As for the Avengers interaction you will be seeing a whole lot more of it as soon as Spidey's public image is a lot less illegal and yes, Johnny and Peter... need I say more. Harry won't be interfering with the Gwen loving but I'm glad you like the way I'm writing her, I never really thought I was doing so well. And yes, my Spider-Man is cool. He's the meaning of cool, he's the go to superhero in this Marvel Cinematic Universe for taking out the bad guys with one hell of a one-liners.

I'm glad you're enjoying, thanks for the kind words you awesome person :)

**CrimsonQueen24:** I won't be including a huge amount of drama between the two as the primary goal of this story is establishing Spider-Man in a Marvel Cinematic Universe whilst dealing with his everyday life. I'm pretty sure the Avengers are gonna be a lot more than surprised when they find out, and Johnny is seventeen years old. Same as Peter, although he was pulled out of high school when his mother unexpectedly passed away. He hasn't been back since and is effectively a drop out, but something fantastic is right around the corner for Mister Storm.

**Guest:** So sad :( I almost cried writing the chapter :)

**Nyx811:** Here you are sir!

**YourFavouitePlushie:** This is a great review, thanks for reading my story :)

**ORgasmicPigeon:** You bet it's starting a plot, only took me like what... six chapters... yay?

**10000 Fists:** Well thank you for the compliments good sir, I accept your invitation to the other side.

**Matthew Blackheart:** Thanks, you're pretty cool too.

**Nerdman3000:** When Tony and Peter are in the same room the atmosphere is electrifying!

**LuvWrites:** Will do :)

**Silentmusic226:** Well I'm glad I pulled you over to the dark side :)

**The Daughter Of Artemis:** That's incredibly high praise... and from the daughter of Artemis no less, here's the next update!

**ScaredyDog:** Oh man, thanks for the heads up. I went back through all of the chapters and found that I had spelt it 'Rodgers' and 'Rogers' so I have no idea when I had begun to type the 'd', much appreciated though.

**Lelouch's right hand:** You bet the character's are badass but remember the list is still growing as more and more characters are introduced, I'm glad I'm making the site a much better place. Thank you!

**Mystical Memories:** What's truly awesome is your pen name :)

Man, so many reviews. I feel spoilt, really.

I'd like to thank all of those that have faved, followed and reviewed this story thus far. The support I've received is nothing short of amazing, pun intended.

Let's get this show on the road!

**Disclaimer:** I don't own the Amazing Spider-Man or the Avengers or the Fantastic Four in any way, the character Spider-Man and all related content is owned by Marvel and Disney with Sony owning the movie rights. The Avengers and all related content is owned by Marvel and Disney and the Fantastic Four and the X-Men and all related content is owned by Marvel with 20th Century Fox owning the movie rights.

* * *

**Bring Me A Dream**

Morning came at a relatively slow pace for Peter and he had a good reason for it, although he had to be at school in around fifteen minutes he was anything but alert. He had once more ignored the human need of sleep and sat in front of his computer all night looking up various things of interest, interesting to him anyway.

Harry Osborn, his best friend since middle school was back. Truth be told things were getting so crazy and hectic in Peter's life he had genuinely forgotten about Harry, from the spider bite right up until the police calling for his arrest Peter had a lot on his plate. The teenager frowned as he turned a street corner narrowly missing some thirteen year old kid on a skateboard thanks to a small nudge from his special sense, he was happy to see Harry so why was he frowning?

It was more to do with the circumstances of Harry's departure, his friend was pulled from school without any explanation whatsoever. Nobody knew a thing, not even Peter. The teenager just woke up one day and then… his best friend was gone, just like that. That's probably when the bullying started to get worse, Harry wasn't exactly a wimp but he was no stronger than Peter was… well before the unauthorized trip to OsCorp Tower.

It was middle school so Harry used to just repel the bullies with the threat of his father, the infamous Norman Osborn himself. Peter's memory was a little bit hazy when it came to the elder Osborn but he definitely remembered meeting him once or twice, in fact if he remembered correctly his Aunt and Uncle had been the ones to protest against him meeting with the CEO of OsCorp Industries.

Peter shook his head as he let his mind wander, Harry had left in a hurry and asked him to meet up with him after school was out. The messy brown haired teenager was rather confused but Harry had promised him that he would explain everything then, and just like that he was gone again. Peter lifted his head just high enough to glance at the two spires in the distance almost touching the sky, OsCorp and Avengers Tower. In fact now that he thought about it Peter had made unauthorized trips to both of them, well if you could count being invited by Captain America unauthorized.

And then there was the hint Tony had dropped about S.H.I.E.L.D, Peter had tried to do his research but every search he ran through his computer redirected him to other sites. Something was blocking his I.P. address and he had tried tracing the origin of the signal but a few minutes into the search Peter realized that it would have been hopeless to even try to track the signal down, the I.P. was bouncing all over New York City.

The teenager gave up and then e-mailed Betty a few new pictures he snagged of him and the Captain taking on the Shocker, with that thought in mind Peter smiled bashfully. He had the e-mail address of an extremely attractive twenty year old woman, the boy couldn't help but feel a little bit proud of that.

But as he walked along to school a feeling crept up on Peter, a feeling of close proximity to someone familiar… someone dangerous. He turned his head slightly as he came to a stop at the edge of a sidewalk and noticed a rather short but bulky man stood with his hands tucked away in his pockets, the man was wearing a dark brown leather jacket and a pair of dark blue jeans. His hair was pitch black and short but stylized in an extremely messy way, Peter narrowed his eyes as his spider-sense pinpointed the man.

The man raised his head as though he knew he was being watched and glanced at Peter, "What are you looking at kid?" the stranger growled and Peter suddenly felt himself shrink in place.

The boy gulped slightly, "Nothing. That's just uhh… a nice jacket, very fitting" he bumbled incoherently.

He didn't know why but they guy just screamed danger and he couldn't explain the small sense of familiarity he was experiencing, there was something he couldn't quite put his finger on.

The man simply shook his head before replying, "Thanks… I guess" he grumbled before walking off as the traffic light turned red prompting the moving vehicles to come to a halt and let the citizens walk across.

Peter watched the stranger for a moment as he walked away keeping his head down a little too low for the teen's liking, despite the sense of imminent danger he was getting Peter decided to ignore for it for the time being and headed off to school… of course the last time he didn't act something terrible happened.

The boy groaned as he wrestled with the choice, follow the stranger with a possible anger management problem and be late to school for the first time in a while or go to school and partake in a relatively boring day. And with the options laid out in his head Peter turned on his heel in pursuit of the weird guy in the brown jacket.

* * *

With the man…

Logan continued to walk further and further away from the prying eyes of the boy, the mutant could feel the kid bore into the back of his skull. New York was a big city, one of the biggest in fact but Logan couldn't escape the feeling that he had met the kid somewhere. Maybe in another life, it was possible as the man had lived for quite a while longer than the average human being.

The feral turned a corner and upon doing so pulled a cigar from the recesses of his jacket pocket along with a stainless steel custom lighter, he proceeded to light the guilty pleasure and inhale for one calming moment.

Unfortunately that moment was ruined when a brunette teenager popped out in front of him with a giant grin plastered across her youthful face, "What did I say about smoking?!" she exclaimed in a joking manner only for Logan to push her aside with a growl and enter a steady walk.

The teenager joined him, "What's wrong with you? You seem grouchier than usual" the girl inquired with a tease only for Logan to pull her down a small narrow alley faster than she could anticipate.

Before she could protest Logan placed a finger to her mouth shushing her instantly, "Take a quick look in that direction and tell me if you see some scrawny teen in a blue jacket" the feral ordered more than asked but the girl calmed down and complied.

She poked her head out for no more than five seconds before returning, "I see him. What's wrong? Is he following you? Is that the guy you were telling me about? He seems younger than I would've thought, and cuter" the mutant girl finished drawing a sneer from the older man.

"Kitty, shut up" Logan told her resulting in the girl zipping her lips.

The former soldier slid his head out of the alley and spotted the kid glancing in every direction probably trying to get a fix on him, Logan narrowed his brown eyes as he watched the boy intensely. For a moment he figured the kid was just a regular teen but as he placed his hand on the wall for a split second to gain a better view of his pursuer he feels the texture of the brick, the material crumbled a little and fell to the ground in a trickle of dust.

Logan snapped his head back up against the wall as the teen darts his gaze in the direction of the alley they the two mutants had taken refuge in, even with all of the hustle and bustle of city life the kid had heard the small piece of brick fall to the ground. A task that wasn't possible for the average human, at first Logan figured the kid must have been one of them… a mutant. But as his nose went to work he quickly learned that wasn't the case, far from it in fact.

Like humans not all mutants smelled the same, each and every one had their own unique scent but at the base of that scent was something that remained the same. It was what tied a species together, humans had it and so did mutants. At first glance the boy looked human, he smelled human too according to Logan's nose but as it dug deeper and focused on the kid individually in a sea of New Yorkers it smelled something else… something that shouldn't have been there to begin with.

Logan frowned as the scent grew closer but just as he was about to act the wailing sound of police sirens lit up his senses and then just like that, the scent was gone. The feral sniffed up at the air for confirmation and upon losing the kid's scent poked his head out from the narrow alleyway, the stranger was nowhere in sight.

The pair of mutants emerged from the alley and Kitty frowned, "Aww is he gone? I thought I'd get to see some of that famous temper I've heard so much about" the brunette teased.

Logan grumbled back as he began walking once again, "That wasn't the guy. Now come on, we got places to be. I Promised the Professor I'd get you back in one piece, so move your ass Pryde" he ordered prompting the girl to catch up to him with a glare.

"Always such a gentlemen, but if that wasn't him then who was it? Why do you think he was following us?" she teased and questioned glancing about for any signs of the tall brown haired teen that had been following them.

Logan shook his head, "I don't know but he seemed… familiar. Like I've met him before but I can't quite place him" the older mutant replied cryptically drawing a shrug from Kitty.

"That is quite the mystery, maybe you should ask him if he decides to track you down again" she said absent mindedly prompting Logan to smirk.

He turned to her, "He won't get the drop on me next time. I've got his scent" he said tapping his nose.

* * *

Unknown Location

"AHHHHHH!" a howl of sorrow erupted throughout a darkened lab of some kind as Flint Marko dropped to his knees.

He gazed in horror as his hands poured into a small pile of sand and dropped to the cold hard floor, the process hadn't hurt and almost tingled in a way but the after effects were obvious. The thug tried to stand but this proved for naught when his legs crumbled beneath his own weight, the man was growing hysterical and was beginning to regret the choice he had made.

That is until a certain shadow once again made its voice known, "Don't be so dramatic Mister Marko. They're merely side effects, the good Doctor has assured me that they will pass. Now come on and stand up, you've got places to be and spiders to squash" the large wide cloak of a figure spoke as a small grin found its way onto its face.

Flint cast an incredulous glance the shadow's way, "Are you freaking kidding me?! Look at what you've done to me! I-I'm… I'm a freak now, some kind of Sandman reject! This wasn't part of the deal Fisk! You said I'd get power, you promised me enough power to be able to crush the spider and live like a king!" the small time crook lashed out at the large tank of a man.

Wilson Fisk cleared his throat before continuing, "Doctor? If you'll be so kind as to… enlighten Mister Marko for me" the crime lord asked calmly as a small somewhat overweight man stepped out of the shadows garbed in a bright white lab coat with a set of square spectacles nestled on the bridge of his nose.

The man seemed nervous but complied nonetheless, "Of course Mister Fisk. What you're seeing here Mister Marko is a lack of concentration, you're not focusing. Put some thought into your actions, try forming a finger and then take it from there. Pretty soon it'll become second nature to you, what the process has done is grant you power. Spider-Man can't touch you, he can't hurt you but you can hurt him. You're superior in every way" he finished explaining what the process had accomplished to the thug in the simplest way possible.

Wilson nodded in gratitude, "Thank you Doctor Octavius. That'll be all for now, run along and see how Mister Sytsevich is doing" he issued the scientist prompting the small man to nod and retreat quickly back into the shadows.

Wilson watched as Flint focused and took in deep breaths before forming both of his hands back, the triumphant expression on the thug's face meant he was getting the hang of his new found powers. The sand around him slowly began to recede back into him and pretty soon he was standing at his full height once again with both his legs as good as new, he bent them as a precaution and turned to the Kingpin with a curious stare.

"Who's Sytsevich? What happened to O'Hirn?" Flint inquired as the thought of his partner in crime re-entered his literal sand filled head.

Wilson smiled and raised his eyebrows questioningly, "Didn't he tell you? Mister O'Hirn and Sytsevich are both one and the same, he's an illegal immigrant and thought he could hide that by establishing a fake identity. But he's not the only one with his fair share of secrets is he… William Baker" he grinned like a Cheshire cat as he spoke.

Flint or William tensed up, "How do you know—?" he was cut off but a chuckling Fisk.

"I'm the Kingpin my boy, I own this city. I make it my business to keep an eye on those who interest me, take you for instance. Why you're just a misunderstood man trying to make a living for his daughter, his very sick daughter. I understand Flint, I really do. My own wife has seen better days but enough of that, let's get down to why I brought you here" as he finished he flourished an old rag of a newspaper and tossed it the thug's way.

Flint caught it and marvelled at the way his hands didn't crumble, "I thought you wanted me to kill the freak?" the man wondered as he scanned the title of the tabloid highlighting the bold letters with his eyes.

Fisk lit a cigar and began to puff away, "Of course but this is our plan of action. A boy by the name of Peter Parker works at that Jameson hacks newspaper, he takes pictures of Spider-Man. In fact he's the only photographer in the city who can get a clear shot of our web-swinging friend, find him and you find the insect. There's bound to be a connection, they may have some deal going on. I don't know and I don't care but the boy attends Midtown Science High School, see if you can get some info out of the boy and if not then just kill him. Maybe that will send a message to the spider" the brute spoke elegantly.

For a moment Flint looked uncertain as he studied the kid's name, "Killing kids? I don't know, am I at least getting paid?" the desire for money was rather great for the crook as it would go a long way to helping his daughter get the treatment she needed.

Wilson laughed slightly, "Consider your new powers payment enough. When you get the job done then maybe they'll be a job opening in my organization, just think about the financial security I could provide you with. Your daughter's illness will be a thing of the past if you take care of Spider-Man, that won't be so hard will it?" he questioned placing a large oversized hand on Flint's shoulder.

Flint shook his head with nothing but his daughter on his mind, "No sir. I'll get it done" he said turning on his heel to head to the laboratory's exit.

Wilson smiled as he twirled a black cane in his hand, "Just excellent" the crime lord commented before turning in the opposite direction to attend to some other form of business.

* * *

Manhattan—Midtown Science High School

The web-slinging figure of Spider-Man landed carefully on the roof of the school and quickly began the process of changing out of his costume and into his civvies, the teenager had been side tracked by some hoods that had stolen a very expensive car and decided to take it on a joy ride through New York City. Unfortunately the incident had pulled him away from the peculiar stranger in the brown jacket but he figured he'd catch up to him sooner or later.

_I really need to make some kind of tracking device, like a tracer of some sort. That could be a huge help and with the money I'm getting from the Bugle it shouldn't be too hard to buy some parts, nothing too expensive though._

Peter's thoughts were interrupted as the bell for first period rang alerting him to the fact that he was indeed late for the first time in a while since he began fighting crime in spandex, the teenager cursed to himself as he threw his red and blue costume into his bag and bolted through the roof's door access. The teenager ran through the empty hallways of the school until he found the door to his first class, Real Analysis was in full swing as the boy entered with his bag slung over his shoulder.

His entrance was met with the usual, expectant stares from his fellow students and the teacher of the subject. Peter took his seat silently as he desperately tried to ignore the looks he was receiving from some of the students, sometimes it really was hard to resist the Spidey part of his personality.

Fortunately the teacher by the name of Melissa Warren broke the tension for him, "How about we get back to the lesson. We all have more important things to focus on than Mister Parker's absence" the woman in her late twenties said giving Peter a look that said she would want to see him after class.

Peter nodded with a forced smile as he pulled out his textbooks and placed on his desk, somehow when he wasn't soaring across the sky at forty miles per hour life just seemed painfully boring.

* * *

After class…

As the students all filed out of the room in a less than orderly fashion Ms Warren was surprised to find Peter asleep at his desk, the boy's head was down and the snoring was loudly obvious. The brunette shook her head with a sigh and approached the teenager's desk, she placed a hand on his shoulder and shook him as gently as possible.

"Peter? Peter, class is over. This is no time for a nap young man, I have another class on their way" she spoke rather softly and it seemed the boy had fallen asleep not too long ago as he woke up pretty easily.

His brown eyes were dreary and barely open and a small amount of drool had leaked from his mouth, "Charming" the teacher commented as she sat up on the desk in front of his.

Peter wiped his mouth with an apologetic smile, "Sorry. Been kinda busy" he muttered out prompting Melissa to frown.

She wore a concerned expression, "Peter I have to admit I'm a little worried. You were doing so well with your attendance and your work has always been outstanding but you show up to class exhausted, you have all of these excuses saved up and you're unfocused. Your attention always seems to be elsewhere, what is going on?" the teacher questioned somewhat desperately.

Melissa wasn't one of those teachers that barely concerned herself with her students, she cared about their futures and their lives. And if something bad was happening to the brightest boy in Midtown Science's history then she had to find out, it was no secret that he was hiding something. Coach Yeager had noticed the kid was always covered in cuts and bruises and it was getting a little concerning to say the least.

Peter shook his head, "Everything's fine Ms Warren. I promise I'll try to do better but between my job at the Bugle and everything else, it's all getting a little tiring" he admitted before the blue eyed woman.

She nodded in understanding, "All right but if there are any problems and I mean any at all I'm always available. You can talk to me" Melissa offered out of common courtesy and Peter gathered his things into his bag and left with an appreciative smile.

The teenager sidestepped the large gathering of students outside of the door as they entered the classroom, he yawned and shook his head in a vain attempt to wake himself up a little. As the bell went for next period Peter was already feeling spent, he'd definitely sleep like a log tonight. The brunette boy dragged his feet all the way to his next class much to the chagrin of passing teachers, it seemed Peter didn't care enough to focus on what they were saying.

It was safe to say the only thing on his mind was getting out of school successfully and taking a well-deserved nap somewhere, but a thought occurred to him making Peter almost swear in frustration.

_Patrol… I have to go out, I can't let anybody get hurt just because I decided to sleep. Plus I can snag a few more shots of me in action, might as well get it done while I'm out._

Despite the certainty in his mind as he neared his next class Peter frowned, he really did need some shut eye.

* * *

Manhattan—Avengers Tower—Penthouse Office

"I'm not sure Rhodey, thing makes you look like a clown" Tony spoke with a slight smirk on his face as he casually looked over the modification plans to the War Machine armour.

Lieutenant Colonel James Rhodes shook his head as he took in the view the penthouse had to offer, "Yeah well this is what happens when the Government are in the dark. They want a hero of their own Tony, it's just a new paint job and name. The suit still looks cool" he added drawing a scoff from the billionaire.

Tony took a small mouthful of the scotch in his hand and patted his long-time friend on the back, "We already have spangles and the web-head running around in red and blue. This… this takes away the badassery of the armour, not what I designed it for" he chided as Rhodey gave him a half-smile.

"So what have you been designing? The media says you don't go out all that often, and from what I've seen I'd have to agree" the soldier grilled as Tony rolled his brown eyes and brushed off his concern.

The playboy raised a hand as his eyebrows rose, "I went out the other day… with Steve to uhh... OsCorp Tower. That counts, I don't see why you of all people are so concerned. Especially now that you're the Government's attack dog—" Tony found himself cut off by a firm hand on his shoulder.

Rhodes picked up on Tony's ignorance to his first question but decided to let it slide, "Tony, it's not like that. We're just responding to what happened" James tried to explain but Tony pulled away from his companion.

He nodded as is brow furrowed, "So you're referring to yourself and those snobs up in Congress together now?" he questioned hardening his gaze at the man.

James shook his head as his gaze lowered to the floor, if there was anybody that could push the man's buttons it was Tony Stark but despite the constant jabbing Rhodey kept his calm demeanour.

"Why you gotta be like that? You act like I'm keeping you in the dark when you're the one hanging around with the super friends, this is the Government's response to an attempted alien invasion Tony. The first of its kind which proves we're not alone in the universe, that's practically a guarantee that there is more out there. Who's to say what happened a few weeks back won't happen again? Tony for God's sake you almost died and you're treating it like a damn stunt" the agitation and tension in the air was palpable as James stared down Tony.

But it seemed the words had much more of an effect on the playboy than initially planned, Tony had begun to shake slightly and when he relinquished his grip on his alcoholic beverage the glass hit the marble floor shattering upon impact. Rhodey immediately reacted catching Stark as the man keeled over slightly, the stress and fear etched into his expression was evident.

Visions of explosions and aliens filled the head of the usually carefree billionaire, to find out that the emptiness of space was far from the truth as an entire fleet of Chitauri prepared to invade his world and destroy everything he had fought so hard for. The feeling of losing consciousness as he freefell over fifteen hundred feet from the wormhole, eventually it was all too much for the man and he couldn't even focus hard enough to stand up straight.

Rhodey slung an arm over his shoulder as he lumbered the man over to one of the sofas, his brown eyes caught notice of Tony rubbing his chest slightly. His best friend frowned as he snapped his fingers in front of Stark's face trying to gain his attention, the action worked as Tony faced James with an anxious look.

Rhodey spoke firmly, "Breathe Tony… just breathe. You're safe okay? Nothing's gonna harm you, just calm down and breathe" the man really didn't want to see his friend suffer a heart attack anytime soon.

Tony nodded as he slowed his rapid breaths into deep long ones, "Don't… tell… Pepper" he pleaded in-between his gasps for air.

James shook his head with a somewhat reluctant smile, "How long has this been going on?" he asked fixing Stark with a forceful glare.

Tony tilted his head slightly as breathing was growing easier by the second, "Since the… 'thing'" he really didn't want to mention the alien invasion.

Rhodey cast his eyes down for a moment before looking back up at Stark, "And has it been this bad before?" the concern he held was clear.

The Avenger shook his head as he sat up, "Usually it's just bad dreams or a mild… headache every now and then but… this is new" the answer was satisfying enough for the military man.

Rhodes placed a comforting hand on Tony's shoulder, "You need to get out of the city. Staying here isn't doing you any good, besides you have your Avenger buddy's here to pick up the slack while you're gone. You need to relieve some of that stress or your heart just might explode" the last sentence was said with a smile.

A smile Tony diligently returned, as he glanced to the large glass window of his penthouse suit and saw the Empire State Building in the distance the man couldn't deny that New York was indeed the problem. All he had to do was skip town for a few weeks or maybe even a month or so and give his mind some time to adjust, then everything would be fine… right?

Rhodey stood up from his crouched position by Stark's side, "Just remember Tony. For all of your genius and creativity, you're still just a guy in a metal suit surrounded by gods and super soldiers. It's not your fault, most men would've gone insane if they went through what you did. Just get some rest and take some time to yourself, I'll see you later Tony" he said as he walked towards the elevator of the suite.

His worried gaze lingered on Tony for only a moment before he entered the elevator and left, Tony however couldn't walk away from his problems. But Rhodes was right, Tony was still just a man in a tin can. For a brief passing moment a thought crossed Stark's brilliant mind, a question he had ignored for far too long.

Does the suit make the man or the man make the suit?

* * *

Manhattan—Midtown Science High School

As another bell rings throughout the school the once empty and unoccupied hallways had begun to fill with student after student, it was time for lunch and as Peter's stomach growled uncontrollably he couldn't have been happier.

The teenager had a few dollars spare on him and decided to get something filling to get him through the rest of the day, then maybe he could take a short nap on one of the benches outside. It was a stupid thought but Peter Parker was full of those after all, the boy lined up with his fellow classmates to get a pick of the food on display.

Peter frowned as there wasn't really much to choose from, but the number one candidate for his lunch was one of his favourite foods. A hotdog slathered in onions and mustard and ketchup and… he liked everything on it, the perfect meal for a growing boy.

The secret vigilante took a look around the cafeteria to see Gwen sat with Flash and some other girl on one of the tables, his girlfriend managed to spot him as the blonde waved him over. Peter smiled lazily as he made his way over to the table and took a seat closely to Gwen, he offered her a bright smile and a kiss on the cheek before he stuffed his food into his mouth.

He hadn't had anything to eat for a while so he was pretty hungry but the looks he was getting from Flash, Gwen and the other girl that was at with them prompted him to slow his eating and take much smaller bites. He wiped his mouth with a napkin and offered them an apologetic smile, Flash smirked slightly but the girls seemed to be a little less forgiving.

The girl sat next to Flash offered him a smile, "I uh don't think we've met. I'm Liz Allen" the girl had brunette hair and light tanned skin.

Peter nodded, "I'm Peter. Nice to me you" the boy felt he knew her but couldn't really place her face… cheerleader maybe?

Gwen chimed in, "Liz is running for class president" she informed throwing Peter an encouraging smile.

His eyebrows rose, "Oh yeah… I uh hope you win" he really couldn't think of anything else to say to her after all he had only just met her.

Liz smiled appreciatively, "Thanks. Flash is handling the campaign so I'm not too worried" she said placing a hand on Flash's shoulder as he smiled brightly.

Peter resisted the urge to break down in a fit of laughter, "Yeah… that sounds… great…" he managed to weakly get out as his teeth grit in an attempt to bury his humour.

Gwen took notice of this and lightly kicked Peter's leg underneath the table, the teen turned to her with a surprised look but Gwen merely smiled at him. Only her green eyes held another meaning, they giving him the look telling him to be nice.

The lanky teenager swallowed his pride, "Well if Flash is backing you then you're guaranteed to win" he offered the fake compliment and the pair ate it up.

Flash nodded, "Thanks Parker. So what have you been up to lately? Anything interesting?" the jock questioned with lightly narrowed eyes.

Gwen looked a little confused as did Peter, "I uhh no… not really. Why?" Peter inquired feeling that a something was out of the ordinary.

Unexpectedly his long-time bully whipped out a large newspaper and laid it flat on the table in front of them, "So you haven't been hanging with your boy Spidey?" the question alerted Peter as he physically tensed.

The Daily Bugle flaunted in his face but Peter couldn't bring himself to speak, "I can't believe you didn't say anything man! My Mom picks up a copy of the Bugle this morning and whose pictures are on the front page? Peter freaking Parker's! Man, this is awesome! So do you like know Spidey? I bet you're close huh? You'd have to be for him to let you get these angles" the questions came a million miles a minute as Flash was practically fan girling over Peter's part time job.

Liz and Gwen gave each other nervous smiles as Flash's passionate rant had begun to draw the eyes and ears of other Midtown students, after a few silent minutes Peter gave a nervous laugh. But as luck would have it his spider-sense tingled, his head snapped towards the direction of the buzz he was getting and his brown eyes spotted a solidly built man in a striped green shirt walk by the cafeteria with a determined look on his face.

Peter's chocolate orbs widened, the shirt was unmistakeable. The ridiculous green colour could only be associated with one man Peter had met, Flint Marko. Peter glanced at Gwen and then at Flash who was still sat there waiting for an answer, the teenager got up from his seat at the table.

"I uhh… I gotta go to the bathroom, I'll be back in a second" the excuse was met with a loud groan from Flash as he folded his arms in frustration.

But before he left Peter gave Gwen a look, a look she had become all too familiar with. A look that said something was wrong and his spider-sense was going crazy, and just like that the boy bolted.

He made his way out into the hallway with his bag in hand ready to face Flint head on but as he made his way towards the direction his spider-sense was buzzing Peter couldn't help but feel anxious and extremely worried.

_Does he know? Why would he be here if he didn't? Aunt May and Gwen could be in danger and it'd be my entire fault, I have to get to the bottom of this._

But as Peter rounded the corner he unexpectedly barged into a girl of the same age, once more she hit the floor and Peter couldn't apologize enough. Jessica smirked as she straightened her glasses but when the boy helped her up her expression soon turned to one of concern.

"Peter, there's a guy back there. I don't know who he is but he's looking for you" the brunette informed Peter and for a moment he felt as though his whole world had come crashing down around him.

He grimaced, "What did he say Jessica? What exactly did he say?" the seriousness in his voice seemed alien but the girl nodded in co-operation.

She looked confused for a moment, "He said you take pictures of Spider-Man. Said if anyone would know how to reach him then it'd be you, Peter are you in some kind of trouble?" the question was out of pure concern for the boy's safety as the man was quite the intimidating sort.

Peter shook his head with a grim expression, "It's fine. Just stay here, please. I'll handle it" he told her firmly as he began to walk in the direction Marko had left.

Jessica gave him a bewildered look, "Peter! The guy's like twice your size!" she shouted to him but Peter turned for a short moment.

"I'm stronger than I look" he added before leaving her alone.

After a few seconds of jogging Peter's spider-sense lead him to the principal's office, he peaked his head around the corner of the hallway and grit his teeth as he spotted Flint holding the principal up by the collar of his shirt.

The teenager could hear the man shout even through the glass of the office, "Where is Peter Parker?!" the anger was clear but the principal wasn't willing to talk.

Flint's jaw set in determination as he brought his free hand back ready to strike at the principal, weirdly the man wasn't even paying Flint any attention but was looking off to the side. The thug followed his gaze and smiled when he was greeted with the red and blue form of Spider-Man waiting by the office's door.

"Huh? Guess I can cut out the middle man, did Parker call you or something? Is that part of your deal, he calls you and you answer like a little lap dog?" Flint dropped the principal as he stalked towards Spider-Man with a humoured smirk.

Spider-Man tilted his head, "Wow stalker much? And a kid no less! You sir are a scoundrel!" Peter said waving a finger in his face.

Flint didn't look particularly happy, "Tell it to someone who gives a crap" he muttered before swinging at Spider-Man's masked head.

Predictively Spider-Man dodged with ease but the thug in green continued to swing leading the two away from the principal's office, "Call the police and evacuate the school!" Spidey shouted back as he leaned out of the way of another haymaker.

But then he caught himself, "Evacuate the school? What like you're such a big threat?" Spider-Man mocked as he threw a solid jab aiming for Flint's jaw.

The punch hit but Spider-Man was confused, his fist hurt. Like really hurt… a lot, Spider-Man cradled his knuckles as he looked up at Flint who smiled broadly.

"That looked like it hurt, but not as much as this is gonna" Flint commented drawing his entire arm back.

Spider-Man's spider-sense went crazy but he found himself unable to move, it was probably because Marko's entire arm had transformed into a huge sand made hammer. Everything moved in slow motion and Peter's instincts told him to jump but the sheer surprise underneath his mask was clear, the Lizard was one thing but a man made of sand was a whole other ball game.

"Crap…" Peter managed to breathe out as the hammer connected with his entire torso.

The blow knocked the wind right out of him and sent him spiralling down the empty hallway without so much as a whimper and it had hurt, badly. Flint's fist had felt like a car had hit him at sixty miles per hour, Spider-Man toppled over and landed on his back as he tried to fathom just what the hell was going on.

Unfortunately he didn't get the time to think as Flint was already on him, another solid fist of sand came down to where his head should have been but Peter had already moved. He needed to act on instinct and think logically, the fact that he was fighting some kind of 'Sandman' was really distracting.

But it was also dangerous, "This ain't really anything personal wall-crawler… okay maybe a little personal. But it's just business, that's all" the Sandman told him in an unusually calm tone.

Spider-Man readied himself into a fighting stance, "Just business? Is that your Mom's career slogan?" he chided hoping to get the brute of a man angry and sloppy.

The insult was not lost on the Sandman, "Okay… now it's all personal" he deadpanned.

Flint moved towards Spider-Man with his large sandy fists swinging every which way, the furious screaming was a little distracting but as Peter focused on dodging and evading the Sandman's blows the school's fire alarm went off. Students filed out of classrooms in an organized manner but upon seeing a large Sandman tearing the place up and a bounding Spider-Man ricocheting off of the walls in a desperate bid to stay alive they scattered towards the exits screaming, the staff of the school followed shortly after in sheer panic.

Unexpectedly the sound of a ringing cell phone erupted throughout the hallway but the tune fell on deaf ears as the Sandman continued to press his attack, Spider-Man reached underneath the torso half of his costume and unhooked his phone from his sliver utility belt. He flipped in mid-air and saw that the number calling him wasn't one he recognized or had saved, the boy slid his finger across the screen answering the call.

"Hello?" Peter asked ducking under another one of the Sandman's unique hammer related attacks.

The voice on the other hand wasn't familiar to Peter, "Uhh hey. Is this Peter uh Parker?" it was definitely a guy and he sounded around Peter's age.

Spider-Man summersaulted over Flint's head as he answered, "Speaking. Who's this?" he tried to keep the conversation to a minimum giving his current situation.

The voice piped up, "You probably down remember me but I used to go to your school. It's Johnny, Johnny Storm" the blonde haired teenager said but Peter nodded as he swiped a clean right cross up the side of Flint's head.

The blow didn't faze him so Spidey went back to evading as he continued the conversation, "No yeah… I remember you. What's up man?" the boy asked knowing for a fact he was already having a better day than Peter was.

Johnny sounded a little more confident when he replied, "I'm good. I uh just thought I'd take you up on your offer, you know if you wanted to hang out or something?" the younger Storm inquired and as Peter was slammed into a row of lockers by a huge palm swipe from the Sandman.

Johnny heard the sound of metal creaking and ripping on the other end of the phone, "What the hell was that? Are you okay?" he pressed but Peter hopped back to his feet and shot a couple of webs at Flint.

"I'm fine… just having a… disagreement with someone in the lunch line" the vigilante lied as he watched Marko faze through his webbing as though it weren't even there.

Peter cursed to himself, "Oh… so you're at school then? How's that going?" Johnny wasn't really sure what to say about the place.

Spidey shook his head, "Pretty boring actually. Hey, when I get out of here you wanna grab something to eat?" he asked desperately trying to speed the conversation up so he could focus on fighting.

Johnny was a little surprised by the sudden invite but he nodded nonetheless, "Sure. Do you think you could meet me outside of Four Freedoms Plaza?" Johnny had nothing else to do so he would just have to lounge around the lab until Peter finished school.

Peter widened his eyes as he span between two saw like blades created by the sand man, "I know the place. I'll be there as soon as school's out, later Johnny" he sighed in relief as the conversation came to an end.

As he tucked his phone away back onto his utility belt he looked up to see Marko give him a questioning look, "Were you… were you just on the phone?!" the man demanded as his eye twitched in anger.

Peter laughed nervously as he drew his finger up to protest, "… no…" he weakly replied preparing himself for the most surreal fight of his life… so far.

The Sandman screamed like an enraged body-builder on steroids and although Peter was fearing for his life he was at least glad he students had gotten out of the building which meant no-one could get hurt, "Listen I was just kidding about your Mom! I bet she's a lovely woman with very gentle hands!" he pressed further opting to stick to the Sandman's Mother for easy material.

Sure it was crude but it seemed to work like a charm, "Shut up! You think you're so high and mighty don't you, you little twerp?! You think the entire world revolves around you, that you're better than everyone else just because of your powers?! Well I've got powers now and the boss wants you dead freak, so say your prayers bug!" Peter literally tuned out the man's ranting's aside from the mention of a 'boss'.

_So someone's hired him to kill me? Well that's comforting but what's even more awesome of Marko's new abilities, it's as if his entire genetic makeup has been fused with sand somehow. I hate to admit it but I can't beat him with my fists, they just pass straight through him or don't even affect him. Think Spidey, think!_

As Peter finished his thought process a sand shaped drill caught him on the jaw cutting his mask slightly, Peter flipped back a considerable distance away from Flint and landed on the ceiling of the hallway.

The teenager needed to get to one of the science labs, maybe they had something the boy could use. Peter wasn't fully sure but as a drop of blood leaked from his mask he knew he had to at least try or he might not even walk away from the fight, his brown eyes grew determined underneath the wide white lenses of his red mask.

"So what happened sandy pants? Were you fed up with not being able to get any good spots at the beach? And then lightning struck, huh? I know! I'll become my own beach!" Spider-Man continued to jab hoping to get some kind of reaction out of the criminal.

The insult had the desired effect as the Sandman roared, "I'm gonna kill you freak!" he threatened drawing both of his solid sand arms up to smash Spider-Man.

Peter moved as his arms crushed the spot of the ceiling he was previously occupying, but he smiled when a gaping hole was left in his place and he could see one of the upper floor hallways. Without thinking about it the vigilante left the Sandman in the dust as he sprang up through the hole and on the second floor, he needed to get to a lab as fast as possible and put down Marko for good.

But as Peter's spider-sense screamed in his head he knew that the Sandman wasn't far behind, unfortunately Spider-Man was already in mid-air and unable to dodge a large fist that sent him flying through the door of a science lab. Shaking off the aching pain Peter darted to one of the chemical storage closets and almost yanked the door off of the frame, the seventeen year old scanned the display of chemicals and supplies until he found one particular jug that came in handy.

The Sandman crashed through the door ripping it off of its hinges like paper, "You in here bug? Yeah, I'd hide if I were you" the man taunted waltzing into the room without a care in the world.

There was no sign of Spider-Man anywhere and Flint narrowed his eyes in suspicion as he surveyed the room for the arachnid superhero, "Come on runt. I promise I'll get it over with fast, you won't fell a thing" the crook lied as he grit his teeth in frustration.

Flint's ears twitched as they picked up the sound of a light pad behind him, "I got you a present" Spider-Man whispered as the Sandman turned around.

The red and blue man was wearing a gas mask and a pair of protective gloves as he held a large white jug in both hands carefully, "Heh what're you gonna do with that? I'm the Sandman, nothing can take me down" Flint boasted folding his arms over his chest.

Spider-Man prepped himself, "You clearly didn't do well in school Mister Kitty Litter" Peter quipped as he unscrewed lid off of the jug and held his breathe.

Peter made sure he didn't get any of the chemical on him whatsoever as he threw the contents of the jug all over Marko's body, at first Flint didn't seem to be effected by the chemical but before long he began to feel a slight burning sensation well up within him.

He panicked, "Hey! What did you do to me!" the crook practically begged for an answer as his arms began to crumble away.

Spider-Man threw the jug to one side before he emptied the last of it onto Flint, "Hydrofluoric acid. See the thing is Sandman, you're a man made out of sand. The hydrofluoric acid is reacting with the silica or more commonly known as sand and quarts, in your body. It's dissolving you from the inside out, I'm sorry" the apology was genuine as Peter really didn't know whether or not the process would kill him… he hoped it wouldn't.

Peter turned away from the man as he continued to wail and cry in sheer agony, the teenager couldn't bear to look at the process but the Sandman was dangerous. Something had to be done to stop him, as the cries eventually stopped Peter turned back only to find a small barely recognizable pile of sand in Flint's place. Reacting quickly Peter sprayed the small pile with a thin sheet of webbing enveloping it easily enough, the teen snagged the empty bottle he had thrown earlier and carefully poured the remains of Marko into it.

_Marko mentioned something about his 'boss' sending him to kill me, could they have done this to him? Who the hell did I manage to piss off this badly!_

His webbing wasn't exactly an ideal container as it would dissolve after an hour, Spider-Man screwed the lid of the bottle firmly back in place and carried it out of the messed up science lab. Unexpectedly he ran into one Jessica Jones who seemed a little surprised to see him, she cupped her mouth.

"Oh my god, you're Spider-Man! I—did you—did you beat him?" Jessica questioned as Peter tried to fend off a headache.

He held up his hand, "Yeah I got him. Don't ask me how but… why are you even here? Didn't the school evacuate?" Peter questioned watching carefully as Jessica quickly held a concerned look.

She remembered why she had run back into the school, "I came looking for Peter. He went after the man that was looking for him, have you seen him? Is he okay?" Jessica asked as Peter drew in a deep exhausted breath.

"Your boyfriend's fine Miss, I managed to get him to safety at the start of this whole thing" he tried to reassure her adding in a line that might have drawn the line between him and his civilian identity.

Jessica visibly flushed, "Oh—no no… he's not—we aren't dating. I'm just a friend, thanks for helping him" she voiced her gratefulness as Spider-Man nodded.

But then he remembered he had another matter to deal with, "Listen I'm not so loved by the police of this city so do you think if I left this with you… you maybe explain what happened here? Don't worry, he's not going anywhere" Spidey commented as he handed the plastic jug full of sand to the student.

Looking the red and blue figure over during the exchange she discerned the man was hurt, his mask was slightly torn and parts of his costume were cut in several places revealing small gashes of blood and bear skin. One of the more prominent qualities she could pick out was the fact that he was riddled with sand, the vigilante shook his head in a similar fashion to that of a canine when wet flinging small beads of sand every which way.

Spider-Man's shoulders were slumped in sheer fatigue, "Are you okay? I mean, you're not hurt… are you?" Jessica asked unable to hold her worry any longer.

Spider-Man shook his head but the amount of effort he had to display for such a small act told her everything she needed to know, he needed some sleep.

She nodded albeit reluctantly but before she could say anything else Spider-Man had thanked her and promptly left seemingly in a hurry, Jessica put his abrupt departure down to the police who had arrived outside of the school. As the teenage girl handed over the jug to one of the police officers and explained what had gone on she couldn't help but feel a sense of accomplishment and satisfaction, even though she hadn't really done anything other than aid the illusive Spider-Man with his exit she still received a thanks from the police and boy did it feel good.

* * *

Westchester County—Ravencroft Institute for the Criminally Insane

Police Detective Jean DeWolff had successfully managed to organize an appointment to interview the man responsible for the terrorist attacks on the populace of New York, the woman was by no means an idiot and had done her research on the man. Doctor Curtis Connors was genius and one of the leading scientists at OsCorp and in the field of Herpetology, the study of lizards.

She had read the profile, the man wasn't insane despite being locked up an institute that stated otherwise. He was under the influence of the Lizard when he carried out the attack at OsCorp but that was still no excuse, a good man had been killed in the crossfire between him and Spider-Man and Jean wanted to get to the bottom of it.

"If you'll just follow me Detective DeWolff, Doctor Connors is right this way" a Doctor Ashley Kafka greeted Jean on her way into the building.

Doctor Kafka was the founder of the Ravencroft Institute and treated the patients there so that they may be able to re-enter society once more, the institutes itself was incredibly secure as Jean saw for herself on her way in. Guards lined the exterior walls of the building armed with assault rifles and attack dogs ensuring nobody would be escaping anytime soon, that was the plan anyway.

Doctor Kafka opened a door for Jean and motioned her to sit at a lone chair placed in front of a large display of thick bulletproof glass, on the other side of the glass sat a quiet Curtis Connors with his lone hand comfortably rested on his lap.

Jean smiled as she greeted the one armed scientist, "Hello Doctor Connors. Thank you for agreeing to meet with me on such short notice, is it okay if I can ask you a couple of questions?" she asked carefully trying to watch him closely for any mannerisms he may have displayed.

The blue eyed scientist nodded albeit reluctantly, Curt stayed silent for the most part and looked as if he didn't want to talk but Jean wanted to know the truth. She wanted to know who had really committed the crime that had cost the city one of its greatest men, the bad feeling she was getting when his eyes would briefly pass over her was definitely steering her towards him.

Jean turned her head to address Doctor Kafka, "Is it all right if we get a little privacy?" Ashley seemed hesitant but nodded nonetheless.

"It's against the rules but seeing as how it's for a police investigation I'll let it slide this time, you have five minutes Detective DeWolff" the doctor informed her before she stepped out of the interview room and back into the hallway leaving the two alone in peace.

Jean turned her attention back to Curt as her brown orbs studied him intently, the way he was behaving and the way he wasn't willing to make eye contact with her told her that he felt ashamed about something. But Jean had a pretty strong feeling she knew what that something was, the police officer crossed her legs as she removed her hat settling in for a long conversation because she was determined to get him to talk.

Detective DeWolff smiled, "Doctor Connors… what can you tell me about Spider-Man?" she interrogated taking note of the man's eyes widening in a panicked fashion ever so slightly.

* * *

**Author's Note:** Will Spidey find out who has it in for him? Will he ever get to meet up with Harry Osborn or Johnny Storm given the day he's had? Will Tony deal with his anxiety and will Officer DeWolff find what she's looking for? And Wolverine! Wolverine!

I'm sorry, it had to be done. I'll let myself out...


	8. Deceleration

**Author's Note:** Okay so this chapter is going to be a little breather chapter so it's taking a small break from the action and we're going to see some character interaction among other things. It's a little shorter than the other chapters but absolutely no less important, it's setting a lot of things in motion but before we begin let's answer some reviews.

**aspiringactor:** That's kind of what I was thinking when I first decided to write Kitty in, Spider-Man does have a lot of haters so I may as well balance the scale with an admirer or two. In regards to your Hulk suggestion you wrote exactly what I was thinking, I have been thinking about introducing Jennifer and that would be a good opportunity to let Bruce just completely loose it. As for Iron Man 3, I do have some ideas I've been toying around with and it will be present in the story so it will be happening but it won't be a huge part of the story so when Tony does eventually return to Malibu we'll still be focused on Peter in New York but you can bet that the events in the movie affect Peter's life just as well. If I decide to go through with the idea you'll see what I mean, thanks for the suggestions.

Oh man, this is actually pretty funny. I spent a good while searching the internet for some form of Tamaranian dictionary or something along those lines because I wanted to be convincing, I literally found nothing so do you know what I did? I made everything up, I spoke the words I wanted Starfire to say then I just jumbled them up and kept a few letters the same. I know that's not a big help to you but that's literally what I did.

**Fantasy-Mania31:** I'm glad you did, I don't think the Sandman found it too amusing though :)

**Mystical Memories:** Wow... now that made me smile. Words cannot express just how epic that review was, and the speech! You my good Madame have just won the award for most awesome review, unfortunately I don't have a trophy but an imaginary high five is just as good right? Keep being awesome!

**Nyx811:** Thank you!

**10000 Fists:** Thank you so much man, I actually took your advice because I wanted to stay true to the source material as well as deviate and come up with my own stuff. It's a little hard getting things accurate to the movie especially since it hasn't been released yet but I'm trying my best so your suggestions are much appreciated, and yes Carol Danvers is an intriguing character. I've decided to delve a little deeper into her personality, especially her unwarranted anger towards a certain vigilante. And I am proud to say I'm one of those fanboys! Thanks for the kind words!

**Kyubbiman:** Don't worry, this is me giving Peter Parker a break from a few things. But if all of those things in the comics didn't happen to Spider-Man then they wouldn't have defined the character into what he is today, I would hate a world where Spider-Man is even a little different than he already is. But Peter won't be so self sacrificing, because as such Peter Parker is still only human. Thanks for the review.

**Chaos-Guard:** Thanks, you are too!

**CrimsonQueen24:** Well in mainstream Marvel Jessica Jones is known as the super heroine Jewel, she has a child with Luke Cage and actually had a crush on Peter back when the two of them went to high school together. Katherine 'Kitty' Pryde on the other hand in a member of the mutant super team known as the X-Men, she was one of Peter Parker's girlfriends in the Ultimate Marvel universe and has the ability to phase herself through any solid object. And yes, poor Peter indeed! But despite the fact that he's injured and tired he still needs to see a few friends first and Wolverine and Iron Man? Jeez that would be horrible! Tony would have to learn to not make jokes about a man with an unbreakable skeleton, and thank you for the compliment. I'm amazed I can fit this many characters in, I hope I'm doing a good job as it is a tiring task. Thanks for the review.

**Lelouch's right hand:** Iron Man 3... maybe? :) Thank you for the kind words, stay cool.

**KevTyper:** The wait is over! Though they won't be core Peter and Johnny yet, right now they've literally only just met one another so it will take some time for the two to build a solid bond. But where did Logan know Peter from? He's certainly sure he knows him, as is Peter about Logan if you read his thoughts. Only time will tell and I've heard the people's pleas because this chapter unbeknownst to him Spidey catches a break.

**GumGumOnigiri:** Serves Flint right for being such a jerk with his powers, and Logan thinks he knows Peter but the question is where from? We'll find out relatively soon, thanks for the review dude.

**fbiuzz:** Thank you and I will do, here you go!

I'd like to thank all of those that have faved, followed and reviewed this story thus far. The support I've received is absolutely spectacular and we've managed to break the 250 and 300 mark for faves and follows, it's because of you guys that I stay motivated to write this so again thank you.

Let's drop in and see what Spidey's up to, shall we?

**Disclaimer:** I don't own the Amazing Spider-Man or the Avengers or the Fantastic Four in any way, the character Spider-Man and all related content is owned by Marvel and Disney with Sony owning the movie rights. The Avengers and all related content is owned by Marvel and Disney and the Fantastic Four and the X-Men and all related content is owned by Marvel with 20th Century Fox owning the movie rights.

* * *

**Deceleration**

Westchester County—Ravencroft Institute for the Criminally Insane

Police Detective Jean DeWolff's deep green eyes passed over the incarcerated genius for a moment and Curt stuttered, "I—I'm afraid there's not much I can say about the matter" the quiet secretive tone he used was not lost on Jean.

As a police officer it was her duty to find out the truth in any situation no matter what and the woman could instantly tell that there was more than what he was willing to share, Jean fixed her blouse as she shifted in the lone chair. The doctor of herpetology fidgeted ever so slightly as he clasped his hands together, Jean could almost hear the moisture secreted on them and she knew he was lying.

Jean raised an eyebrow in an amused fashion, "Really? You and your little grudge match you had with Spidey cost thousands if not millions in tax payer dollars, I would have thought you'd have known him a little better than that" she wasn't trying to prompt a direct reaction out of the man.

In truth she wanted to coax one out on its own free will, "What would give you that idea? I was under the influence of my formula, I made a terrible mistake and luckily he was there to stop me. There really is nothing more I know about the man so if that is all you're here for I think it's best you take your leave" Curtis muttered out in that quietly perceptive tone of his.

Jean stayed fixed in her seat, she wanted answers and if the determined gleam in her eyes was anything to go by then she was going to get them no matter what. Doctor Connors gave her an expectant look as if waiting for the woman to listen to his words and leave but Jean wasn't usually one to follow orders anyway.

"Now this just might be my colourful imagination here but I'd say there was more to it than that, how did Spider-Man know where to find you if the two of you didn't know each other? Every time you were sighted together you were fighting, what did he just guess that the giant green lizard monster is really a brilliant scientist working at OsCorp? I'm not buying it, so tell me Doctor… where does Peter Parker fit into all of this?" the question has the desired effect.

Curt is so caught off guard by the seemingly out of the blue question that his eyes almost go wild with protection, "This has nothing to do with the boy" the sentence is forced through gritted teeth and Jean raised her eyebrows in surprise.

She gave him an accusing glare, "So he is involved somehow? It would make sense, you attacked his school and he takes pictures of Spider-Man. What? Did you think you could use the kid to get to the guy that was trying to stop you?" for a moment Jean was onto something.

Fortunately for Peter the woman was in the wrong train of thought, "I told you I didn't know what I was doing. I would never harm him, the Lizard… my other side wanted to get to Spider-Man. Peter was just caught in the crossfire" something Curt used almost instantly to try and steer suspicion away from Peter.

It seemed to work for the most part as Jean gave him a pitied look, "You seem to be remorseful Doctor but I'm guessing you haven't seen the news lately. The NYPD is hunting Spider-Man for the murder of Captain George Stacy, some believe he's innocent but others are prepared to lynch him for a mere misunderstanding" Jean explained as Curt shot her a look of disbelief.

"A misunderstanding? Why—why is he being blamed? The Captain's death it was—it was an accident, I was just—I didn't know what I was doing…" Curt's posture slumped and his eyes found his feet on the cold concrete floor.

Jean remained silent as the doctor slowly cast a glance back up at her, "Why are you here Detective?" he questioned but felt he knew full well why she had visited him.

Jean relaxed somewhat as she answered, "To test a theory. I've met Spider-Man, I've seen him in action and I know for a fact murder isn't his style. He could maybe talk someone to death but that's about it, I'm a police officer Doctor Connors. Just like my Father and his Father before him, I know what a killer is… and I'm looking at one right now" the brunette woman finalized as Curt sighed heavily.

The cat was indeed out of the bag, "It was—it was only for a moment… I would never—I wasn't in control" the Father of one rasped out as he tried to contain his anguish.

Tony Stark had paid him a visit, the nefarious playboy with a fast smooth mouth. He was unable to get anything out of Curt so why was it so easy for Jean to coax out his inner guilt? Maybe because she was a police officer? Maybe because he didn't want Peter to suffer any more than he already had? Maybe it was because she reminded him so much of his wife, Martha's hair was darker shade of red but the look she was giving him was unmistakable.

A look that said enough was enough, a look that told him to be a man and take responsibility for his crimes and sins. A look that said he could still do some good, especially when he had caused so much pain and torment.

Curt nodded regrettably and took a deep breath in before looking Jean dead in the air with a firm tightened jaw, "I—I murdered Captain George Stacy. I assure you that I was under the influence of my formula and wasn't able to stop the Lizard half of my personality but that does not mean I don't have to take responsibility for what I've done, just leave Peter and Spider-Man alone and let me pay for my crimes" he confessed with clear sorrow present in his blue eyes.

Jean nodded respectfully, her time was up and as such Doctor Ashley Kafka opened the door to the small visiting room and gave the Detective a pleasant smile. Jean rose from her chair and gave Doctor Curtis Connors one last pitied look before she left the room, Doctor Kafka lead her down the hallway back towards the entrance of the institute and the two women passed two large men holding one of the many patients resident in a dirty white straight jacket.

Jean turned her gaze towards Ashley unable to ignore the cold dead stare she was receiving from the man, "Who was that?" she questioned throwing a glance back towards the retreating male down the hallway.

The look he fixed her with was hilling and completely devoid of all human life and compassion, "Oh him? That's Marcus Lyman, tragic circumstances" Doctor Kafka answered as she led Jean out of the building.

* * *

Manhattan—New York Police Department—37th Precinct

Jean stepped out of her police squad car and pulled out her cell phone, she been recording the entire conversation she had with Doctor Connors and now had proof that Spider-Man was innocent. Although her inner cop was telling her to examine Captain Stacy's body just to be certain, it wasn't entirely out of the question that Spider-Man had committed the crime and Curt was merely protecting him by taking the fall.

She had to be sure and would need to take a look at the autopsy report, Jean strolled into the precinct and smiled as several colleagues greeted her with a wave. She didn't have time to chat though as she has business to attend to, the woman made a beeline for the Chief of Police's office.

Jean knocked shortly before entering and was surprised to see Officer Vincent Gonzales in heated discussion with the police captain, the two of them turned to Jean with flustered expressions before they cleared their throats.

Chief Walter Anderson forced a fake smile Jean's way, "What can I do you for Detective?" he asked as he took his seat at his large Oakwood desk.

Jean stood in front of said desk and folded her arms, "Can I have a word Chief? In private if it's not too much trouble?" she questioned respectfully as Walter raised his eyebrows and motioned for Officer Gonzales to take a step out of the room.

He did so but seemed hesitant, "What's this about DeWolff?" the Chief asked as he prepared to light up a Cuban cigar.

Jean ignored the toxic smell of smoke and pressed on, "I'm chasing a lead in the Spider-Man murder case sir and request permission to see Captain Stacy's autopsy report" the look she received was a curiously cautious one.

"And why would you want to do that? There's nothing to see Detective" Walter informed the woman as he shifted himself out of his relaxed position and into a more erect one.

Jean kept her cell phone in her pocket, "Well sir I believe there's much more to the murder than meets the eye. A new potential suspect has revealed themselves and as a police officer I can't rule anyone out just yet" she answered as Walter placed both of his hands on his desk.

He looked agitated, "We already have a suspect DeWolff. Evidence of Spider-Man's involvement was found all over the place, that's the reason for the manhunt" Jean however felt the explanation was not good enough.

"What? His webbing? Excuse me sir but it's very unlikely that his webbing was used to kill Captain Stacy, if I could just examine the body then we'll know—" as soon as Jean had begun she was cut off.

The Chief's brow furrowed, "The body is buried under six feet of dirt. I will not go digging up a corpse just because you have a theory, I have too much respect for George and I promised his wife that I would catch the killer. Our focus is Spider-Man and I don't want to hear another word on the matter, are we clear?" he pointed a finger at her and Jean resisted the urge to roll her green eyes.

"Well that still doesn't mean I can't take a look at the autopsy report" the sentence came out more snarky than she would have liked and the Chief frowned because of it.

He sat back down in his chair, "If I hear another word out of you about this then you're off the case DeWolff. Now go do whatever it is you do and get the hell out of my office" Jean balled up her fists but instead of punching the man turned on her heel and stormed out of the office slamming the door shut in the meantime.

Chief Anderson shook his head as he continued smoking his cigar, "Women… should've stayed in the kitchen" he muttered to himself.

Outside Jean was cursing to herself just loud enough for others to hear, the man infuriated her and she wondered whether breaking his jaw was worth getting fired. But something was not right, something in Jean's gut was telling her to be careful. If she couldn't get any help from her own precinct then she would have to take the matter away from the law, she would the help of an old friend.

* * *

Manhattan—Midtown Science High School

Police and reporters flocked and swarmed outside of the place for learning as the large brawl between an unknown individual that the media had taken to calling the Sandman and the super powered vigilante Spider-Man. Worried parents and guardians were all over the place trying to find their kids to take them home and among that sea of students was one Gwen Stacy.

The blonde teen had pulled one of the many fire alarms dotted throughout the hallways of the school and evacuated the premises upon seeing Peter duking it out with a literal Sandman, she was currently waiting for word or sight of Peter outside of the school with worry and anxiety etched on her face.

She almost screamed when Peter took a hold of her from behind, "You okay? You're not hurt, are you?" the brunette asked as he looked her over carefully.

Gwen smiled as she pulled him into a hug, "Me? What about you, you're the one who was just in a fight. Are you okay? He didn't hurt you, did he?" the girl asked releasing him from the soft embrace.

Peter shook his head with a smile, "I'm fine Gwen. It was a little surreal but nothing I couldn't handle" he closed one eye as Gwen used her jacket's sleeve to wipe away a small drop of blood from just above his cheek.

He winced, "Who was he Peter? Why was he after you?" Gwen questioned her voice firm.

Peter shook his head worriedly, "I—his names Flint Marko but he's just a small time thug. I put him away a few days ago, I didn't expect him to come back let alone like this. I don't know why he was after me, he said something his boss hiring him to kill me" he answered and Gwen looked shocked for a moment.

"T-to kill you?" she breathed out as Peter shook his head.

The boy was still tired, "To kill Spider-Man. Apparently he was just using me to get to him, maybe he saw that I was taking pictures of Spider-Man and thought there was a link. No wait, scratch that. Marko's too dumb to realize that, his boss on the other hand might not be. By the way, who pulled the fire alarm? I told the Principal to evacuate but he looked a little too stunned to move" Peter questioned as Gwen smiled.

"That would be me" she answered and Peter grinned.

He took her hand in his own affectionately, "That was you? You really are amazing, you know that right?" Peter asked giving Gwen a silly smirk.

Gwen waved his compliment off, "I have to be to put up with you" she retorted as Peter chuckled.

But the small moment of teenage love was gone and in its place arrived a serious moment of worry and concern, "What are you gonna do?" Gwen's green eyes looked over Peters features to find him in deep thought.

"I don't know, I-I guess I need to look into this. This is serious Gwen, this right here. What happened a few minutes ago is serious, and if someone really does want to kill me then you need to stay away from me" as soon as the words were spoken Gwen was already shaking her head and ready to protest.

Peter shushed her, "This is serious. If he knew to use me to get to Spider-Man then what if he finds out I have a girlfriend? You're gonna stay at home until I can get to the bottom of this, school's probably gonna be closed for a couple of months after the fight. I just—Gwen I need you to do this for me, just listen to me for once. I swear if you pull the same stunt like you did when I told you to get out of OsCorp I will tickle you to death" the small joke lightened the mood somewhat but Gwen knew Peter was being deadly serious.

Something that rarely ever happened, she nodded hesitantly because Peter sounded like he knew what he was talking about. The girl turned upon hearing her Mother shouting her name, before she left she gripped Peter's chin and pulled him into a deep kiss. One that took the teenager's breathe away, she relinquished her grip and ceased contact whispering in his ear that he better stay safe.

Peter nodded and whispered back a promise and with that Gwen departed headed over to her Mom who was stood by her car waiting to take Gwen away from the madness surrounding the school, the secret vigilante watched as the car started up and left unsure of whether or not he would be able to get to the bottom of his problems.

_One thing's for certain, someone definitely hates me and I'm starting to think the Black Cat may have been right._

* * *

Manhattan—Avengers Tower—Upper Floors

Steve Rogers was walking through the top few floors of the tower checking up on every one of his team members making sure they were adjusting to life well with the walls of the Avengers, granted nothing too major had happened yet that deserved their attention so it had been mostly quiet on the home front.

Bruce and Hank were as usual hard at work in the Research and Development departments of the tower and Tony was unusually jumpier than usual, the soldier didn't fully understand why but according to Pepper he'd been having upsetting dreams concerning the invasion.

It was to be expected considering how fragile Tony was without his armour, and suddenly harsh words sounded throughout Steve's head.

_Big man in a suit of armour, take that off and what are you?_

Granted Tony had hit back but Steve's words were more than a petty threat, they held some truth. Out of all of the Avengers Tony was one of the more vulnerable members, he needed the Iron Man armour to even pose a threat. Now though Tony and Steve were close friends and Steve knew how to protect himself, he had heard word of Tony returning to Malibu for time away from New York. The soldier was sure to give Tony a lesson or two in self-defence before he left because the playboy sorely needed it.

Steve was about to pass the gym but when he heard womanly grunts he stopped in his tracks and entered to see what was going on, unexpectedly his blue eyes were met with the sight of Carol Danvers punching away at one of his reinforced punching bags. It blasted back and hit the wall after three blows and Steve was surprised to see around twenty more in the same general area all lain to waste by the Avenger.

The look on her face was clear, she was agitated and looking for something to take out her aggression on. Unfortunately it seemed the bag weren't doing the job and as Carol turned to fetch another punching bag she spotted Captain America watching her, she flushed slightly as her long golden hair was a complete mess and her face was covered in sweat.

She nodded towards him, "Captain" she greeted and Steve smiled with a nod.

He moved over to her shortly, "Still getting used to your strength?" he inquired as Carol gave a small laugh.

"It's a little off putting, I can't even grip a door handle without crushing it. These bags can barely stand the weight of one punch, not that I'm bragging" she told him lifting another one of said bags and hanging it up.

Steve pondered, "Well we'll have to make something stronger. Something sturdier, I can tell you're upset Carol. Frankly I'm just glad you're taking out your stress on these rather than someone else, namely me" he said making Carol furrow her brow.

She placed her hands on her wide hips and fixed him with a questioning gaze, "Why were you so quick to defend him?" Carol wanted an answer as his word was simply not going to be good enough this time.

Steve shook his head, "I have to admit I'm not used to someone calling me outright on the decisions I make. You've got heart, but you need to understand when to fall in line just like the rest of them. Even Tony listens when he knows when to, but what I'd like to know is why you were so hostile towards him?" he questioned making Carol fold her arms and frown.

"I was doing my job, he's a wanted murderer and I'm an agent of S.H.I.E.L.D" she informed the leader of the Avengers.

Steve once again shook his head, "Wrong. The second you agreed to be an Avenger you gave up that position, Avengers don't arrest people. We stop global threats, we leave murderers and thugs to the police or someone else who's just trying to help out" the innocence of just wanting to help people for the sake of doing the right thing was not lost on Steve.

Memories of constant rejection from the United States Army flooded his mind because he just wanted to help, it was an old fashioned ideal but something the Captain still held close to his heart and there was nothing that would change that.

"Spider-Man's a friend, not an enemy. But you still haven't answered my question, why were you so angered by his mere presence?" Steve asked remembering the way the woman had stalked toward him when he had shielded Spider-Man from her.

Carol faltered slightly but looked Steve dead in the eye, "I-I just don't trust men in masks" she stated calmly ignoring the secret inner shame of her past.

Steve's blue eyes met her own with satisfaction, "I won't pry as your reasons are your own personal business but I recommend a change in attitude Miss Danvers. I need level headed people on this team, not someone holding a grudge for absolutely no reason. You were suggested by Fury not just because of your new powers but because you were one of his best agents, now that you're part of the Avengers you're going to be put into the public eye. People need to look up to something and you Carol will be an icon for women everywhere, do you think you can handle that?" it was all a little heavy but Steve was certain he needed to straighten Carol out before she got too out of line.

Carol swallowed the information and nodded respectfully, she had been thinking with her fists instead of her heart and head. The advice was taken in stride and Steve bid her farewell before he headed for the gym's exit, he passed Janet on the way out and couldn't help but notice the woman with a sense for fashion carrying two black and yellow outfits of some kind.

* * *

Manhattan—the Penthouse Apartment of Norman and Harry Osborn

The red and blue acrobatic figure of Spider-Man landed on the side of the large building right outside of one of the large windows of the apartment, Peter sneaked a small peek inside the building and spotted his old friend Harry Osborn sat on one of the brown leather sofas engrossed in a book of some kind.

Peter glanced around the large apartment and gave a low whistle upon seeing how expensive everything looked, unfortunately the whistle was just loud enough for Harry to catch wind of and the boy turned towards window only to see nothing staring back at him.

Suddenly the doorbell rang and Harry wondered who had come to visit him so early, the blonde teenager opened the door to see a drowsy Peter Parker stood there with one of his cheesy smiles.

"Hey Pete, how was school?" the boy asked as he motioned for Peter to enter.

_I totally fought a beach… and won!_

Peter smirked inwardly, "Uhh pretty uneventful actually. How's your day been?" the brunette photographer questioned as Harry moved towards the sofa he was previously sat and on and held up the book he was reading.

"Just been doing some light reading, Dad says it reduces stress" the blue eyed teen said in an off handed manner.

_No amount of books could reduce the stuff I go through._

Peter smiled as he took a seat, "Reduces stress? Noted" he commented receiving a dry chuckle from the younger Osborn.

But as soon as the laughter had died down an unsettling silence emerged between the two, that is until Peter's curiosity got the better of him.

"So what happened Harry? Where'd you go? One minute you were my best friend the next you were gone, Aunt May and Uncle Ben wouldn't give me a straight answer" Peter inquired making Harry glance off to the side.

His blue eyes looked back over at Peter and he rubbed his hands together as he took a seat opposite the brunette, "I'm sorry. I really am, Dad sent me away. Some sort of private boarding school in Europe, said he wanted the best education for me plus he was getting worse" Harry mentioned making Peter recall the rumours he had heard about Norman Osborn's decline in health.

Peter gave Harry a convincing smile, "Couldn't you call? Or send me a postcard or something?" the query made Harry shake his head.

"Dad wouldn't allow it, said I could make new friends. I was pretty young Pete, I had to listen to him. He was just trying to protect me, he didn't want me to see him when he was most vulnerable" Harry told him prompting Peter to recall the few _times_ he'd met Norman Osborn when he was younger.

The man was a no nonsense kind of man with a scowl that never seemed to disappear from his cold face, the thoughts made Peter shudder somewhat. But the old nickname he had made up all those years ago made Peter snicker slightly and he looked at Harry with a small nostalgic grin.

"Stormin' Norman" Peter bit out and a fond smile lit up Harry's features.

But there was something else that didn't seem right to Peter, "So why are you back?" he asked.

It wasn't that he wasn't thankful and happy to see Harry but the sudden appearance of his old best friend confused Peter slightly, "I got older and realized that I wanted to come home and help my Dad out. I mean I'm seventeen Pete, I've gotta start somewhere" Harry said making Peter nod in acknowledgement.

Still, the reason didn't seem good enough for Peter. It wasn't as if he didn't appreciate the bond a Father and Son shared, the photographer would have walked to the ends of the Earth for his Uncle Ben but something was telling Peter that it wasn't right. Between the strong feeling he was getting in his stomach and the low continuous pulse of his spider-sense Peter knew there was something more to Harry's return, he just wasn't sure whether or not Harry knew.

_If I was terminally ill I wouldn't want to send my Son a continent away from me, I'd want to spend my last few moments with him. Sorry Harry but that doesn't exactly scream Father of the year. _

In the meantime he decided to ignore it, "So where is your Dad?" Peter asked curious to see whether or not he'd get to catch a glimpse of the famous Norman Osborn.

Harry frowned, "Where else. He's still at his office up at OsCorp Tower, he rarely ever comes here. He even spends his nights there, it's a little worrying" he mused and Peter nodded.

The blonde teenager glanced at his wrist to see that it was getting fairly close to a financial engagement he was supposed to be attending in place of his Father, "Sorry I have to cut this short Pete but I'm going to one of my Dad's charity balls. I gotta start getting dressed, you want me to show you out?" Harry offered but Peter waved him off.

"I know the way but thanks, this was great Harry and I'm glad you're back. You wanna do something sometime? Like a movie or dinner?" Peter suggested and Harry enthusiastically nodded.

He smiled, "Sounds great. Your Aunt gave me your cell so I'll give you a call sometime, now if you'll excuse me I have a party to attend" the boy joked as he bowed towards Peter.

Peter smirked as he replied, "Later Harry" he said his goodbyes before he headed towards the front door of the apartment and left leaving Harry alone to get changed into something a little more formal.

_All right, what's next on the schedule?_

He thought to himself however as Peter left the large tall building housing Harry's penthouse apartment he couldn't help but yawn, the teenager had duked it out with the Sandman only a few hours earlier and he was already feeling tired before that crazy fight. But he tried to keep his word and did promise a Mister Johnny Storm that he'd swing by and say hello, Peter set off to the Four Freedoms Plaza but was he happy about it? No, he really wanted to get some sleep.

_Damn straight, show me a bed and I'll sleep for a week._

Another thing he really needed to do was call his Aunt May, the aftermath attack on his school was no doubt being televised and May would want to know whether he was okay or not. Peter lazily pulled out his cell phone from his pocket and prepared himself to calm the woman down on his way over to see Johnny.

* * *

Hell's Kitchen—the Law Practice of Nelson and Murdock

"I—I murdered Captain George Stacy. I assure you that I was under the influence of my formula and wasn't able to stop the Lizard half of my personality but that does not mean I don't have to take responsibility for what I've done, just leave Peter and Spider-Man alone and let me pay for my crimes" the recording of Doctor Connor's confession played throughout the room from Jean's cell phone.

The woman stopped it as she gave the lawyer Matt Murdock a curious look, "Well? What do you think?" she asked and noticed Matt's eyebrows knitted together underneath his ruby tinted glasses.

He addressed her, "He mentioned a Peter. Who's Peter?" hearing a normal name in the same sentence as the Lizard and Spider-Man singled it out.

Jean frowned but answered anyway, "Some kid. He takes pictures of Spider-Man for the Bugle, I think it'd be best if we left him out of it though. He's still in high school for God's sake" that was all of the relative information Jean had found on the boy.

Other than his parent's deaths when he was a boy and his Uncle's recent demise at the hands of a common street punk the kid seemed pretty ordinary, Matt chose to drop the subject for now but made a mental note to cover the boy as well.

Matt hummed, "Well in any case a confession is certainly strong evidence. I could definitely do something about all of this but I would have to look into it, do you think you could get me access to the police Captain's autopsy report?" he questioned sparing a glance Jean's way.

He heard the woman sigh heavily, "I'm afraid that's not possible. For some reason the Chief was persistent about not letting see them, he threatened to have me thrown off of the case if I went nay further with it. That doesn't seem right to me" Jean told him and watched Matt placed a hand to his chin.

He smirked, "I'm blind and even I can see something's going on. How did he act? Was he angry, was he tense?" Matt questioned.

Jean tried to recall Chief Anderson's behaviour, "He was aggravated. A little tense, like he was hiding something but I just don't know what. He was having some kind of quiet argument with another officer before I talked with him, I couldn't hear what was said though" she informed Matt and he seemed satisfied for the most part.

Matt nodded, "Thank you for bringing this to my attention Jean. I'll definitely be looking into it but if I may, what made you dig a little deeper?" he inquired curious to know why his long-time friend was so fixated on proving the vigilante's innocence.

Jean shrugged but ultimately answered, "I'm a police officer. In an ideal world every man or woman of the law would fight tooth and nail to save an innocent person from a lifetime in prison plus the guy's pretty funny, not like your devil guy" she finished with a somewhat light hearted joke and it seemed to have the desired effect.

Matt smirked knowingly, "We can't all be the class clown. Don't worry Jean, I can promise you that Spider-Man won't go to jail. It'll take some time but I have a few contacts that should know what to do and as always I won't tell anyone you were here" Matt assured her.

Jean nodded with a grateful smile, "Thanks Matt. Tell Foggy I said hi" she said as left her cell phone on the table for the blind lawyer and took her leave.

Matt picked up his office's phone shortly after Jean's departure and dialled a number, he waited for few seconds before someone picked up on the other side of the line.

"Hey, what is it Matt?" a feminine voice greeted the blind vigilante in a friendly manner.

Matthew however got straight to the point, "Contact your friend. I think I might be able to prove his innocence in the Captain Stacy murder case" he told her receiving a 'will do' from the woman before she ended the call with the quiet click of her folding her cell phone.

* * *

Manhattan—the Baxter Building—Lobby

Peter Parker had arrived at his destination shortly after ending a call with his Aunt May and was having trouble keeping his drowsy brown eyes open, the wall-crawling teen strolled over to the reception's desk and smiled out of common courtesy to the man stood behind said desk.

"Good afternoon sir, can I help you?" the man was maybe in his forties and was balding slightly.

Peter nodded, "Yeah I uhh—I'm here to see a Johnny Storm. What floor would he be on?" he asked as the man checked the name on the small desktop in front of him.

After a couple of seconds he found a result, "I believe a Mister Jonathon Storm currently resides on the top floor along with his sister and her—" the man was suddenly cut off.

"Yeah okay got it, thanks" Peter drawled out as he headed for the stairs.

He really was tired and he couldn't stick around for the guy to tell him his life story, the teenager opted for the stairs because they should have done a good job at keeping him among the land of the conscious. If he stepped into one of the elevators he was afraid he'd fall asleep by the time he'd reach the top floor, Peter gave a silly smile at the thought.

Minutes later…

Peter reached the very top of the flight of stairs in record time and smirked mentally thanking the spider that decided to bite him, he continued his journey down a large grand hallway and raised his brown eyebrows when he arrived at a tall set of double doors. Hesitantly he knocked and waited for someone to answer, the sound of heavy footsteps entered his ears and the doors suddenly swung open revealing the large football player like physique of Benjamin Grimm.

The Yancy Street born man grinned, "Peter! How you doin' kid? I didn't know you was stoppin' by" the brute of a man literally pulled and unsuspecting teenager into a death grip with a hearty smile.

_Oh my God! I-I can't breathe!_

The contact certainly woke Peter up, "Uhh hey Ben. Actually I'm here to see Johnny but it's great to see you too man" Peter greeted as Ben set him down and he tried to regain some of his breath.

He smiled, "Oh… when the kid said he was havin' a friend over I didn't think he meant you. Well it's good to see ya Pete, I was watchin' the game so if ya don't mind I'm just gonna get back to that. Got a little bet goin' with Johnny actually" Ben waved as he left Peter by the door to continue watching his game.

Peter called out to him, "Tell Alicia I said hi!" he shouted and Ben threw him back a thumbs up.

"Will do! JOHNNY! You got a visitor!" Ben screamed at the top of his lungs and Peter had to cover his ears slightly on account of his enhanced hearing.

As Peter took a look around he had to admit the place was pretty spectacular, the science aspect was not lost on the Midtown student and he had to wonder whether or not Ben and Johnny had an interest in science. Ben had mentioned that Johnny had a sister, maybe she was the scientist.

The fleeting movement of Johnny Storm jogging down yet another set of stairs entered Peter's field of vision and he smiled as he greeted the blonde teen, "Hey. I'm Peter, it's cool to meet you" he said shaking Johnny's hand in a friendly manner.

Johnny gave him a small smile, "Likewise. I see you've spoken with the creature, he didn't crush you did he?" Johnny joked referring to Ben.

Peter smirked, "He's not so bad. Being friendly's a good thing" he hit back and the two were unknowingly making their way towards the kitchen area of the floor.

Johnny pointed out, "Yeah but overly friendly is just creepy. I mean can you imagine if he did that to everyone he met? I'm pretty sure he'd be arrested" he mocked and Peter's mouth curled upwards.

"So you and Ben live here? It's a little big for just two people, don't you think?" Peter questioned as he wasn't too sure whether Johnny had a sister or not.

Johnny shook his head as he opened the large refrigerator and pulled out two cans of soda, "It's not our place. It belongs to Reed, Sue's boyfriend. He's a big smart science guy, you've probably never heard of him" Johnny guessed throwing one of the cans Peter's way.

_What did he say?_

Peter caught it with practiced ease and Johnny was surprised by how fast the motion had been, "Wait a second… Reed…? Wait—you mean, Reed as in Reed Richards? Doctor Reed Richards?" Peter had to be sure.

Johnny nodded as he took a gulp of his drink, "The very same. Wait, you've heard of him? I wouldn't have pegged you for the science type" the blue eyed teen commented genuinely surprised.

_That is so unfair! I-I had no idea!_

Peter however was over the moon, "You live with Doctor Richards? Your sister is dating Reed Richards? Wait, then that means your sister is… Susan Storm? Why didn't you say anything dude?!" Peter asked throwing his arms out to the side for added drama.

_Man, can't believe I didn't see it sooner. Why didn't the name Storm stand out to me? Well I have been pretty busy lately… understatement of the year._

Johnny smirked, "Because then you would've done the exact same thing all of my other friends have done. Literally stalk my sister!" Johnny quipped and Peter looked offended.

"I would never—I have a girlfriend!" Peter replied making Johnny raise both of his eyebrows and pull the can of soda away from his lips.

He fixed Peter with a suspicious gaze, "Is she hot?" he questioned and Peter stuttered for a moment before replying in confidence.

"Insanely" he merely stated earning an approving nod from the younger Storm.

He had to ask another question though, "Is she anyone from Midtown? Someone I might've known?" the subject had definitely garnered his undivided attention.

Peter rolled his eyes, "Gwen Stacy" Johnny shook his head.

"Sounds kinda familiar but I'm not getting anything, does she have any friends?" he was instantly back into the conversation with another interesting query.

Peter wasn't completely sure who Gwen actually hanged out with, Liz Allen sprung to mind but Peter figured she was just a girl that got on with everyone at least that was how he had managed to woo her. Peter shrugged his shoulders and Johnny looked disheartened for a moment, the moment passed before Johnny spoke up once more.

"So how's your day been? Oh and what was up with that disagreement you were having when I called you?" Johnny asked.

_Oh I just had a throw down with the Sahara desert, you know the usual._

Peter rubbed the back of his neck as he took another drink of the soda, "Nothing. Its high school you know? Every day is full of drama and arguments and all that stupid gossip stuff, I mean at the time it seemed like the most important thing in the world" he explained and Johnny hoisted himself up onto the large white marble kitchen counter.

He rubbed a hand though his spiked blonde hair, "So what changed?" his blue eyes took on a more solemn look and his expression seemed less playful.

Peter shook his head as his gaze found his shoes, "Life. Real stuff, stuff I took for granted" Peter answered and Johnny nodded firmly.

"I know how you feel man" he stated once again quenching his thirst with his soda.

Peter cast his gaze back up at Johnny and offered him a smile, "It gets better dude. I promise you" he muttered and Johnny sighed.

_The sad truth is that it does get better but with time, I was so angry when Uncle Ben was shot that I literally wanted to kill the man responsible. Now I think I'm a better person, at least I hope I am._

"I'll hold you to that" he said holding his can up for Peter cheers.

Peter smiled as he finished his soda and tossed the empty aluminium can into a nearby trash can, "So… what do you do for fun around here?" he questioned drawing a silly smirk out of the blonde haired teenager.

* * *

Manhattan—OsCorp—Office of Norman Osborn

"Mister Osborn? Uhh hello? You're having problems with your lights?" the quiet voice of one Maxwell Dillon echoed through the large seemingly empty office.

The African American man glanced around the room but didn't see any sign of the man who had requested his services, Max was an electrician employed by OsCorp. The funny thing was despite the place being full of genius' most of them didn't know their way around the inner workings of household appliances and electrical circuits, it was Max's job to fix anything that needed fixing.

Max moved over to a large dark brown desk and couldn't help but take a quick glance at the flurry of papers dotted carelessly over it, his brown eyes quickly surveyed the area before he looked back down at the desk. Max quickly took notice of several rolled up pieces of blue construction paper protruding from one of the many drawers of the desk, the electrician's curiosity got the better of him and he pulled one out to take a closer look.

After unravelling the large piece of paper he was surprised to find blueprints of some kind of large metal aircraft big enough to carry one person, he noticed a prototype name at the top of the drawings labelled 'glider'. Interested Max took out the rest and quickly found more designs for strange and unusual constructs, things labelled 'pumpkin bombs and razor bats' stood out the most but the one that caught his complete and undivided attention was a large blueprint solely dedicated to the masked vigilante known as Spider-Man.

Max straightened his glasses as his eyes scanned the page, the information held on the wall-crawler ranged from his superhuman strength to his enhanced agility and speed and Max felt like he was having a heart attack. The man was a huge Spider-Man aficionado and had followed the red and blue acrobat ever since his first appearance in New York, most of his apartment was filled with newspaper clippings and pictures of Spider-Man in action as well as articles and any useful bits of information he could get his hands on.

The complete analysis of Spider-Man abilities would be the crowing addition to his collection of all things Spidey so Max quickly made a move and stored the blueprints inside his box of tools, granted they stuck out quite a bit but it should have gotten the job done for getting them out of the building and back to the safety of his home. After all Norman Osborn was a powerful man and Max did not want to be caught stealing from the CEO of OsCorp's office.

* * *

Unknown Location

As the news footage about the fight between the new super villain the Sandman and the vigilante Spider-Man played a frown found its way onto the Kingpin of Crimes large round face, he grumbled something to himself under his breath before switching the small television off and turning to face the much smaller Doctor Otto Octavius.

"Be a good doctor and wake Mister O'Hirn—oh why bother with false identities, go and wake Mister Sytsevich up. See whether the serum has taken yet" Wilson advised in a patronizing manner.

Otto nodded timidly, after all what much could he do? The genius turned on his heel and pulled a small electronic remote out of his white coat's pocket, with a simple push of a button a huge table rose from a hidden compartment in the floor and on it was the large hulking yet slumbering form of Alexei Sytsevich.

The Russian thug had been loaded full of an experimental super soldier serum, not unlike the one used to birth Captain America into the world. However Alexei had also been implanted with cybernetic enhancements and was surrounded in large impenetrable armour not unlike the hide of a rhinoceros.

Otto checked the many machines hooked up to the sleeping Alexei, "He's still reeling from the effects of the anaesthesia. He'll be out for at least another few hours or so" the doctor informed the large rotund crime boss.

Wilson frowned but the results produced were more than satisfactory, "Sir? If I may, why do we continuously send super powered thugs after the arachnid? It seems like such a waste of resources, what if he manages to sense a connection and trace them back to us?" the good doctor voiced his worry and it made Fisk raise a surprised eyebrow.

"Since when did you grow a backbone? Need I remind you doctor just who funds your ridiculous research, step back in line Octavius. I want Spider-Man gone and I want it done soon, you're almost as annoying as that pest is. Now if you'll excuse me, I have a charity ball to attend" the Kingpin stated as he waltzed away from the scientist with a grim smile.

* * *

Manhattan—the Baxter Building—Upper Floors

Peter and Johnny were currently sat in front of the large sixty inch HD television in the lounge are of the top floor, Ben's football game had finished and the large behemoth of a man was currently snoozing away on the sofa as the two teenagers played one of Johnny's video games.

The game was a first person shooter and as Johnny scored yet another headshot on Peter the brunette frowned, "You know when I asked what there was to do around here I was expecting something a little more… exciting?" Peter explained as Johnny paused the game and raised an eyebrow.

"What, you don't find this fun?" Johnny questioned as Peter held up his hands.

He defended, "It's pretty fun but when you live in a place like this I would have expected something more" Peter said but Johnny scratched his head.

He pointed over his back to one of the many labs on the top floor with his thumb, "Well Reed and Sue are too busy working on his shuttle thingy. That's not fun to me, what is fun is the giant sleeping his troubles away" Johnny smiled as he referred to Ben.

The teenager stood and lightly and quickly disappeared from the lounge running into one of the many rooms of the top floor, he returned not long after and grinned at Peter as he held up a shaving razor.

Peter paled instantly, "You wouldn't" the teenager deadpanned but Johnny almost skipped gleefully towards Ben's sleeping form with a mischievous and determined grin.

He loomed over Ben with the razor in hand, "I freaking would" Johnny replied and upon doing so brought the blade down to scrape it above Ben's right eye.

The entire eyebrow completely disappeared and Peter's spider-sense erupted inside his head, the photographer bolted leaving Johnny behind to face the coming storm. Johnny was surprised to see Peter move so fast but understood why he had when the large angered form of Ben awoke.

Ben sleepily glanced at the razor blade in the kid's hand and then furrowed his brow in confusion upon doing so the small facial gesture felt different, he traced the place his right eyebrow should have been in only to find nothing but smooth skin and suddenly Ben knew full well why Johnny had the razor blade.

His face went red and Johnny bolted from his spot leaving the razor to fall to the ground, "JOHNNY!" Ben screamed as he vaulted over the sofa in search of the little twerp.

When Peter heard the scream echo throughout the entire floor from his hiding place one lone thought crossed his mind for a single swift second, and was it ever accurate.

_I can't believe he did it!_

* * *

**Author's**** Note: **So Matthew Murdock wants to help Spider-Man, now just how is he going to do that? Oh yeah, he's freaking Daredevil! So Peter finally manages to sit down and talk with Harry and is it me or does the guy seem a little delusional? When will Johnny learn? Here's hoping Peter can keep him in line and be there to offer his moral support, plus what happened to Carol to make her so distrusting towards men in masks? Nothing good I'm sure but stick around and you just might find out, thanks for reading and as always stay safe!


	9. Unexpected Events

**Author's Note:** Man, I worked my fingers to the bone to get this one out today, I would have posted it a little bit earlier but I've literally only just finished it. I hope you guys can forgive me for the slightly longer delay on this one but hopefully you'll find it worth the wait.

**aspiringactor:** I have toyed around with the idea and while that may seem like the logical choice I'm actually going to try something a little bit different but if it fails miserably then I guess I have the Sinister Six showdown as I will be introducing more classic Spidey villains, and I do indeed have plans for a little symbiote Spider-Man. I love writing for the character so hopefully I'll shine when it comes about. As for Carol's mistrust of masks, that's a really good guess but I was opting for something a little bit more personal and home-hitting for the independent woman. Thanks for the support!

**Dragonskyt:** Thank you very much, I'm glad you think so. I trying to space everything out evenly and give each and every plot line a little love and a little more coverage each chapter.

**Nyx811:** I'm glad you think so!

**fbiuzz:** Oh man I hope so, I'm really trying with this one. I'm throwing everything I have into this and I'm relieved everyone seems to be enjoying it, I was rather fond of the ending too :)

**Lelouch's right hand:** What a coincidence you'd mention that :) Why don't you read on and find out? I'm glad you're enjoying the story, thanks for the review.

**Kosmic:** Yeah I got a kick out of writing that part :)

**Nerdman3000:** Daredevil is most definitely involved, this chapter certainly sees to that *evil smile* And you can count on the Fantastic Four coming to fruition, I'm kind of hoping for a 616 version of them but with a much more modern take but yes I have drew some inspiration from the Ultimate comics. Wanda and Pietro won't be joining the Avengers for quite some time as Avengers 2 is set after the events of Iron Man 3 and I still haven't covered that yet, but they probably will with the way I'm taking things. Thanks for the review.

**The New Creed:** I think you might be on to something there :)

**Sleepyreader319:** You got it, here more characters for you!

**PleiadesWolfe:** Lol Johnny indeed, and yes Peter to needs to be careful. It may only be a matter of time before someone finds out who's hiding under that mask, and don't worry Fury will confront Peter soon enough. Thanks for the review.

**Super Nerd:** Wow, thanks for the high praise. It really means a lot, and I think I might be able to help you out with the police thing. And you don't even have to ask that last question, it's not really a Spider-Man story if somebody's not trying to kill him is it? :)

**Guest:** It's gonna take a while to grow back though, huh?

**MonkeyFish997:** Thanks for the compliments, I'm really giving it my all here so it means a lot. And Spectacular Spider-Man did such a good job of blending in multiple Spidey mythos that I couldn't ignore it, it's one of my favourite shows. I am going to tie in with Iron Man 3 but maybe not in the way you'd expect, what happens will take place before the events of Iron Man 3 leading Tony Stark to investigate and do his thing while Spider-Man deals with his own problems derived from the events. I can assure I don't intend to drop this, not this one. I'm having way too much fun planning it all out, thanks for the review.

**ORgasmicPigeon:** Daredevil will make himself know, I promise you. And as hard as it is to believe Peter Parker can keep a level head most of the time... sometimes... okay moving on, thanks for the review anyway!

**Pandora the Ghost Elf:** Good, give in to the giddiness! That's very nice of you to say, thank you. I'm trying to make it as realistic and as flowing as possible, it isn't easy I'll you that :) Thanks for the support!

**Lazyguy90:** Yes sir!

**Aesir23:** That's very kind of you to say, I'm humbled that it's one of your favourites. I hope I nail them every time, if anything I want them to make a lasting impression on the reader. Thanks for reading and reviewing!

**Guest:** Okay! I will! Thank you! I uhh- keep it clean? If you mean language then I assure I won't be using anything overly explicit, thanks for the enthusiastic review.

For all of those that think Spidey deserves a break and something positive in his life then have no fear, I have answered you requests! But I'd actually like to mention that the story has recently passed the 100 mark bench in terms of reviews and the 300 mark in both faves and follows, it's so crazily awesome that sometimes I can't believe how this story started out. It was originally just supposed to be a one-shot focusing on Spider-Man's point of view during the Chitauri invasion but people seemed to really enjoy it so I wanted to make something of it, as soon as I decided to write it out full I've been scrambling to turn it into a large scale story with intertwining characters and plots and none of this would have even come to existence if it wasn't for the support I received and am still receiving. Thank you all so very much, you awesomely outstanding people!

So now that all of that's out of the way let's drop in and see what Spidey's up to, shall we?

**Disclaimer:** I don't own the Amazing Spider-Man or the Avengers or the Fantastic Four in any way, the character Spider-Man and all related content is owned by Marvel and Disney with Sony owning the movie rights. The Avengers and all related content is owned by Marvel and Disney and the Fantastic Four and the X-Men and all related content is owned by Marvel with 20th Century Fox owning the movie rights.

* * *

**Unexpected Events**

Manhattan—the Baxter Building—Top Floor

Peter tossed and turned in what were the greatest few hours of undisturbed abyss he had ever experienced, to say he was comfortable and content would have been an understatement as the inhabitants of the large complex of laboratories had witnessed first-hand.

Ben raised an eyebrow… that seemed to be missing, "Kid seems pretty out of it. I mean he looked tired but how long's it been Johnny?" the added disdain as he uttered the name of his friends younger Brother was clearly present and it made Johnny tip toe around the big guy.

He checked his watch, "Around two and a half hours. I don't think he's waking up anytime soon, maybe we should just let him stay for the night" the blonde teenager suggested as he watched Peter's chest rise and fall calmly.

Ben folded his arms and shook his brunette head full of hair, "Not happenin'. I got a Knick's game recorded and this couch is the couch I watch all of my games on, junior's gonna have to move or I'll move 'im for you" the large man stated before he moved over to the lanky teen and began to poke him in the face.

The reaction he got was pretty surprising considering he had tried poking him two hours prior and received nothing but a tired collection of mumbles, Peter shot up out of his stupor and flipped backwards off of the couch landing in a crouch. The most worrying thing was that his eyes were still firmly shut, Johnny and Ben were left with mouths agape.

Peter's chocolate brown eyelids slowly peeled themselves open and he found himself in a compromising situation, he had inhabited a position he only used whenever he was in the red and blue spandex.

Ben and Johnny threw each other a confused look, they were totally at a loss for words. Luckily coming up with an excuse or a lie had gradually become Peter's speciality, he hated it but it was necessary.

"I uhh… I did gymnastics when I was younger, I guess the moves never really go away" the messy haired kid rose to his feet and offered the pair a weak smile.

Ben hummed and Johnny mumbled something that went unheard, they eventually nodded slowly accompanied by casual shrugs of the shoulders.

"I don't care if you lift a bus, as long as you're off my couch" Ben commented making Peter smirk.

Johnny seemed impressed, "Where've you been hiding that? I just thought you were some nerdy shutterbug, that was pretty cool" an insult wrapped in a compliment.

Peter took what he could get, "I didn't even know I could still do that. Anyway it's getting a little late and I think I've overstayed my welcome, besides my Aunt's probably expecting me home at any time" Peter began just as he was about to walk off towards the exit.

Before Johnny could protest Peter felt himself run into someone, the man was a little bit taller than he was and had dark brunette hair with small almost silver streaks. Peter stammered slightly as he met the smiling face of one of the world's most renowned geniuses, Doctor Reed Richards.

Reed extended a hand out towards the star struck teenager, "You must be Johnny's friend. I'm Doctor Reed Richards but please, call me Reed" Peter shook the hand with widened eyes.

He muttered out, "Peter Parker. It's… so awesome to meet you sir" the last part was filled with respect and Reed was a little surprised to find someone so young that actually knew who he was.

That is until he ran the name threw his head, "Did you say Peter Parker? Midtown Science's top student?" Peter felt as though he had just been struck by lightning… three times over.

"You… you know who I am? I uhh—why? How?" Peter questioned dazzled that someone he looked up to as a boy knew who he was.

Reed gave a small laugh, "It's my job to watch over the future generations of science and your work is nothing short of brilliant. Granted there's only so much a high school will let you cover but you go above and beyond in every piece, you're one of New York's brightest inhabitants. I know because every exceptional test score is sent to me, something no ordinary student can accomplish" the scientist explained as Peter desperately tried to put the pieces together.

A small light bulb went off inside his head and Peter croaked out, "You mean… the test a couple of months back? But they said it was just—just a normal test! Nothing to worry about! They lied… so we wouldn't feel any pressure, man that's… evil" Peter had begun to talk to himself more than Doctor Richards but a tap on the back soon reminded him of his presence.

"It's all right, you have nothing to worry about. I probably shouldn't be telling you this but you passed Peter, your work was unique and possessed a kind of flair that even my work lacks sometimes. It would be most uplifting to have a young and fresh mind around the lab" Reed begun but Peter knew what he was getting at.

He gulped slightly, "Doctor Richards… are you offering me a job?" he questioned as the smile on the geniuses face grew wider.

"Not a job per se but more of an apprenticeship, now don't get carried away though. At the end of this month I may not even have a lab, everything rests on my test flight. If everything goes according to plan then we'll take it from there when I get back" Reed said motioning to the rest of his impressive establishment.

Peter looked inquisitive for the most part, "The flight. I read an article about it, you're using an experimental hyper drive to determine whether or not light speed travel is possible" Reed nodded.

Ben was too busy watching television on the large flat screen and Johnny had grown bored of the nerd heart to heart so he swung over to the kitchen for something to eat, "Exactly. It's infuriating to think about but it literally is all a matter of if, hopefully I can accomplish this goal and then… who knows? The possibilities are endless" Reed's brow furrowed and Peter could tell that the situation was stressing him out.

Sometimes Peter forgot that everyone else had their own problems to deal with, sometimes things never went their way and sometimes… well sometimes people lost hope. But a little bit of faith every now and then can't hurt, can it?

Peter offered the man an uplifting grin, "I know you'll do it. You're Doctor Reed Richards, the man who's shaped modern science almost single handed. The results are gonna be… fantastic, you'll see" the comment brought a thoughtful smile to the troubled man's face.

Reed clasped Peter's shoulder thankfully, "Thank you for the encouragement. Lord knows I need it but on another note, would you like to see my personal lab?" a small giddy smile etched its way onto Peter's face but it was soon replaced by the added sting of remembrance.

He apologized, "I'm so sorry Doctor Richards but I actually have to get home and check on my Aunt. Rain check?" Peter suggested and Reed nodded.

"Absolutely, you're always welcome. Oh but I almost forgot, I won't be able to offer you the apprenticeship until after you've graduated from school. Think of it as a formality but on the plus side it will count as extra credit at Empire State University, if you plan on going there of course" Reed informed Peter and the boy smiled.

Truthfully he had been thinking about picking ESU, it was still in the city so he could continue his Spider-Man activities and take care of his Aunt May. It allowed him to keep his freelance job at the Daily Bugle and hang out with his friends, in fact now that he thought about it ESU seemed like a pretty perfect choice for him and his needs.

Peter spoke, "That's my primary choice. Hopefully I'll get in, I'm interested in bio-chemistry as well as maths and physics so that should be appropriate for the job right?" he inquired as Reed noticed the knock out figure of his girlfriend approaching.

Reed nodded curtly, "Definitely. But I'm a little rusty when it comes to bio-chemistry, the real expert is Sue. Peter I'd like you to meet my better half, Susan Storm" the physicist introduced the teenager to the woman and Peter felt his chest tighten.

Sue smiled delightfully, "Peter Parker I presume? My Brother's mentioned you, I understand you're not like the usual company he keeps. It might do Johnny some good having someone around who actually knows how to behave in public" she commented as she shook Peter's hand… his all of a sudden sweaty hand.

"I heard that!" Johnny shouted as he strolled into the room and dropped himself down onto the sofa by Ben.

Sue gave him a flat look, "Congratulations. You have ears, we're all so happy for you" the small jab made Peter think of the Brother/Sister relationship the two siblings shared and suddenly felt relieved that he was an only child.

Peter offered the woman a small smirk, "It's a pleasure Miss Storm. I've actually read some of your research on the genetic structure of the human and mutant bodies, the differences while small were nothing short of incredible" he explained rubbing the back of his neck slightly… he still couldn't believe he was talking to the smartest couple on the planet.

Susan's blue eyes lit up as her eyebrows rose with interest, "And you understood everything? The so-called X-Gene? The theory that they are the next step in human evolution?" she inquired as Peter answered her with a modest nod.

A smile passed over her lips, "Very impressive Mister Parker and please call me Sue. Miss Storm makes me sound so much older, where are you currently studying Peter?" the blonde scientist questioned.

However before the brunette teenager could offer her an answer her partner cut in, "Peter is one of Midtown Science's brightest students. He plans to attend ESU after he graduates, I've already made him an offer for the apprenticeship" Reed informed her as Sue nodded in understanding.

"Wonderful, we could use the extra brain power around here… especially with tweedle dee and tweedle dum over there" Susan mocked as Peter smirked gleefully.

The boy honestly didn't expect such a spectacular opportunity to present itself, all of his hard work at school had finally paid off. But despite making brand new friends in high places he had to get home to his Aunt, it wasn't too late as there was still plenty of daylight left but Peter felt the overpowering need to let the woman know where he would be working after he was finished with school.

Peter once again shook Reed and Sue's hand, "It's been absolutely incredible but I really have to get home to my Aunt. She's never gonna believe this, I'll stop by again sometime… if that's okay with you guys of course" he said as Reed patted his back with a nod.

"Certainly, you're always welcome Peter" he stated as Sue agreed with a dazzling smile.

Peter thanked them and headed for the door with a wave but just as he was about to grab one of the handles the door swung open on its own, the tall teen just barely managed to avoid getting hit square in the nose thanks to his spider-sense. Peter's brown eyes watched as a woman dressed in a grey suit with a matching skirt and high heels waltzed into the room, her brunette hair was tied up in a tight bun and her rather expensive glasses covered her emerald green eyes.

Reed was the first to speak, "Hello Jennifer. It's always a pleasure" he greeted her with open arms but the expected hug didn't come and instead a large stack of paperwork was forced into his chest.

Jennifer Walters blew a lose strand of her hair out of her face, "It's been six months Reed and there's only so much I can do when the bank wants to foreclose the apartment. I've been keeping them at bay for a long time now but it's really starting to become a pain in my ass, they're out for blood and unless you can't come up with the money they will evict you" Reed stuttered slightly carefully considering his reply.

The woman looked frustrated, "I understand Jennifer and I appreciate you helping me out I really do. But the test flight is the only option and it won't be ready until next week at the minimum" he explained but Jennifer offered him a sarcastic smile.

"Well you better thank God you've got an amazing lawyer because I've managed to buy you an extra months tops in the meantime, it's been fun but I've got a lot more paperwork where that came from to get through and the night is still young… I'll see you later everybody" Jennifer called out to the rest of the room as the other three present gave her a small wave.

Jennifer turned on her rather expensive heels and strolled right back out of the large apartment the way she came in not even sparing Peter a second glance, "I guess that's my cue. Later Johnny, Ben and thanks for having me Sue. Good luck with the flight Doctor Richards, it's gonna be awesome" Peter said as he spilt bolting out of the door.

Reed stood there in silence with two hands full of various sheets and wavers he would need to sign, Sue offered him a sympathetic smile as she patted his behind.

"Buck up sweety" she commented before leaving the large room.

Reed followed after her dragging his feet along the floor as he did so, the small reality check he had received from Jennifer had indeed taken a lot of his motivation out of him but he had to get back to work if he was going to have the shuttle ready in under a month.

Johnny watched the two leave but Ben paid them no mind as his eyes were still glued to the television screen, "You really think Reed can pull it off?" the first ever sign of interest was shown in Reed's experiment on Johnny's part.

Ben chuckled to himself, "Kid I've known Reed since freshman year back at ESU. We roomed together and he told me what he had planned, I don't know why but I believed him. Maybe it was some kind of feelin' or somethin' in his eyes but I thought to myself oh yeah, he's gonna do it. I bet him that if he could pull it off I'd pilot the damn thing, we got back in contact two years ago. I spent my time with the United States Air Force, even made a few friends along the way. I became a test pilot just so I could settle a bet, that's how much I believe Reed can do this" Ben revealed nostalgically and Johnny was surprised to see such a strong connection shared between the two friends.

"Wow, that's pretty deep for a Sasquatch" Johnny chided with a smirk as Ben grumbled and turned to him.

"Oh you think that's funny huh? Don't think I haven't forgot about your little escapade with the razor, you're mine Storm and you don't even know it" the grim satisfaction Ben got out of the threat was not lost on Johnny.

The blonde troublemaker backed off of the couch slowly keeping his eyes trained on Ben, the large brute of a man stood and Johnny almost fell over in anticipation for some kind of attack. Ben laughed heartily as Johnny scrambled back to his feet, but just as Johnny was about to leave to find something else to do Ben called his name.

"Remember kid, I got into ESU on a football scholarship. You know what they used to call me? The Grimm Reaper, hopefully you can understand why" Ben offered him the parting words in hopes that Johnny would have something to think about… and something to fear.

The teenager backed out of the room as Ben sat back down to watch television, "This is gonna be fun" he laughed.

* * *

Manhattan—New York Police Department—37th Precinct

"All right, what is going on in here?!" Jean shouted as she pushed her way passed her own colleagues who seemed to be crowded around the morgue of the precinct.

Jean felt a hand rest on her shoulder and as she spun around she was met with the familiar sight of her fellow police Officer Yuri Watanabe, "You're not gonna believe this" she told her friend but Jean merely folded her arms over her chest.

She fixed her with an unconvinced look, "Just try me" she said as Yuri lead her through the morgue doors and into a… crime scene?

Several officers and forensic specialists were dotted about the large room jotting down notes and investigating the area, Jean spotted several patches of blood as well as a discarded revolver on the floor. The two women were soon pushed back out of the double doors by another police officer muttering something about it being above their pay grade, the doors were shut in their face.

She turned to Officer Watanabe with a confused expression, "What happened here?" the question was a simple one but unfortunately Yuri was unable to answer it properly.

The Asian woman shrugged her shoulders, "I don't know. They won't tell me anything, all I heard was that it has something to do with Gonzales. Apparently he tried to stop a break in and got assaulted, he was rushed to Bellevue Hospital about an hour ago" she explained to Jean.

Jean shook her head not fully believing the story, "A break in? Somebody tried to break in to a police precinct's morgue? Who would be dumb enough—" the woman cut herself off as she suddenly remembered just who she had gone to with her problem.

Jean went to Matthew Murdock and the man got results, she never questioned his methods but the whole situation had his name all over it. She figured he must have contacted those friends of his but what Jean couldn't understand was who he had got in touch with, who was good enough to get in and out of a police precinct virtually undetected? She didn't know but the fact that Officer Gonzales had been assaulted was no coincidence, what was he doing in the morgue?

"Jean? Are you okay? You kind of just shut off for a second there" Officer Watanabe asked as she waved her hand in front of Jean's face in a joking manner.

Jean smiled as she snapped back to reality, "I'm fine. Just a little tired" the woman half-lied.

She wasn't tired physically but mentally was an entirely different story but if it was one of Matt's contacts she secretly hoped that they had got what they had come for as the life of a man was at stake, if not then the bright side was that Gonzales had been roughed up a bit.

* * *

Soaring high above Times Square

As soon as he had left the apartment Peter didn't bother using the stairs or the elevator, instead he changed into his work clothes and found the nearest window. After a quick leap Spider-Man was on active patrol and although he did want to get home to see his Aunt May, Peter felt he needed to spend some time on street level crime too. Especially since his Midtown Science brawl with the Sandman, the teenager needed some kind of normalcy in his complicated life and petty thugs and hoods were about as normal as it got for Peter Parker.

Spider-Man swung over the heads of his fellow New Yorkers as they pointed at him and shouted random things his way, he could hear most of them but they didn't always have nice things to say. Taunts like 'freak' or 'criminal' were flung his way but the teenager paid them no mind, they didn't understand and were being led to believe that he was the bad guy.

A part of Peter hoped that someday they would see him as someone who was just trying to help, he didn't think he was above them in anyway. Just because he had fancy spider-powers didn't mean he wasn't a normal guy, he had to deal with normal problems every day the only difference being he could stick to things.

Spidey shook his head as a small barely noticeable buzz crawled over his skull, his spider-sense directed his gaze down below to a rapidly moving African American man. The man didn't look to be in any trouble or danger but just as he was about to cross a street a large New York tour bus came out of nowhere, Peter went into auto-pilot and let go of his web-line flinging himself down towards the man like a spandex clad homing missile.

Max Dillon didn't have time to stop as he caught a glimpse of the tour bus, the last thing he heard was an unbearably loud car horn and the gasps and screams of passer-by's. The electrician squinted his eyes shut and the rolled up blue-prints in his hand fell onto the blacktop of the street, a feeling of doom washed over him but before he felt solid metal crash into him he was speared across the street and to the ground.

"Geez dude! Open your eyes every now and then huh?!" an unfamiliar voice lit up his senses as his scrunched up eyes slowly began to peel open.

Max's eyes widened as he was staring up at the red and blue noticeably pissed off form of Spider-Man, "What are these? Glasses? You do know how these things work right? This could have gone a lot worse" the athletically fit man stated as he wide white lenses carefully looked over Max.

He grabbed his hand and helped the stranger up to a vertical level, "I mean here I was just out for a swing and then boom! I get this sudden feeling that somebody wasn't looking both ways, didn't your Mother ever teach you how to cross the street?" Spider-Man chided as he straightened Max's clearly bent glasses out and rested them back on his nose.

The tour bus that had almost hit the man had come to a halt a few metres away and a somewhat elderly man as well as his eager passengers had stepped out of the vehicle to see just what was going on, "What the heck was that?! I could've killed you, why don't you watch where you're going next time, huh buddy? You're lucky beetle-guy was here to save you!" the bus driver shouted over to Spider-Man and Max.

Peter rolled his eyes beneath the large opaque lenses, "Thanks for the concern sir… and it's Spider-Man… open your ears" he muttered the last part quietly but the elderly gentleman seemed to have pretty could hearing for his age.

"What was that?!" he shouted back at Spidey.

The vigilante laughed nervously scrambling his brain in the meantime, "I said… it could have ended in tears! Sir, you might want to get back in the vehicle. We don't want to cause a commotion in the middle of Times Square now, do we?" Peter lied with a hidden smile.

The old man nodded as he took his driver's hat off and wiped his brow, "Yeah you're probably right. I got a schedule to keep anyway" he said before he began trying to coax his passengers back onto his bus.

Spider-Man ignored the added attention of the tourists and turned back to Max who still hadn't said a word, "Just try to be a little more careful next time… all right? I can't always be around to help out" he joked as he straightened out Max's wrinkled jacket.

Max stuttered slightly as Spider-Man noticed the construction paper he had dropped, the web-slinger shot out a thin-strand of bio-cable whiplashing the blue-prints towards him. Peter's blank lenses merely passed over the large roll of paper before he handed it back to Max, the OsCorp electrician took them back but never once took his star-struck eyes off of Spider-Man.

Peter prodded Max's chest lightly, "Now go on you! Scat, get back out there and show them who's boss!" he prattled on not fully understanding himself let alone Max.

Max stood there stock still as Spider-Man began to walk away, "We should get the wives together sometime. We could talk about sports and whatnot and they could dish about fashion and which women they don't like at work, fun times with and my buddy" most of the time he just went with whatever felt natural.

Max summed up enough courage to mumble something, "I-I'm not… married" he quietly told Spidey just as he was about to leap away.

Spider-Man turned on the spot to face him, "Neither am I! But it's fun to pretend, huh?" and with that last piece of crazy Peter twirled into the air and swung away with a flick of the wrist.

Maxwell however was stood solidly in place unsure of whether or not the encounter had really taken place, the man was virtually obsessed with Spider-Man and he had literally treated him as though he were a friend… in fact Spider-Man had said that Max was his buddy. As soon as the thought passed through his mind a purposeful smile lightened up Max's features, he and Spider-Man were friends.

* * *

Skies of New York—S.H.I.E.L.D Helicarrier—Main Deck

Director Nick Fury stood firmly at the control system of the large aerial ship turning every now and then to reach various holographic control panels, most held schematics and the status of vital parts of the sky vehicle while others were a little less technical.

Fury watched with his one good eye as the New York Police Department escorted a large metal depressurized container off the premises of a Midtown school, the footage had been repeating for quite some time on all of the major news networks reporting an unknown individual the media had dubbed the Sandman being defeated by the masked vigilante Spider-Man. Nick remained impassive as the footage rolled on but his worries had been confirmed, Peter wasn't being careful enough with his double life.

The fact that the kid had taken a job photographing himself was troubling enough but the possibility and now reality that his enemies could make a connection between the two was even worse, Fury was trying not to get too involved in the boy's personal life but in a situation like the one presented he found it difficult to stray to any other option.

"Agent Drew, report to the Main Deck" Nick called out as he held a small red intercom button.

The voice that demanded respect carried over to every corner of the vessel and fairly soon a slim woman with long sleek black hair dressed in a standard blue and grey S.H.I.E.L.D suit was at his side and waiting for her orders.

Agent Jessica Drew was yet another one of his top agents but unlike the rest of them she held something special, the woman was a mutant. Jessica was born with a dormant X-Gene that until her ninth birthday remained untouched and undiscovered, her mutation manifested when she suffered an overexposure to Uranium radiation. Her power set include abilities not unlike the very subject of his thoughts, though Jessica has been trained how to use them effectively in combat.

Nick has noted her close relationship with Agent Danvers and Romanoff, both of whom joined the Avengers program. Jessica was asked but she declined any involvement due to her preferring the secrecy that came with the job of being an agent, whether or not this is because she is ashamed of her mutant heritage is not known.

Jessica stood firmly with her chin up, "Director Fury" she greeted her superior respectfully with a small salute but the man merely waved it off.

Nick cocked his head slightly, "I have an assignment for you. And no before you ask I don't want you to put on spandex and join the Avengers, I want you to keep an eye on someone for me" he requested beating Jessica to the punch as her disdain for superhero activities was prominent.

Jessica furrowed her brow but nodded nonetheless, "Care to explain the nature of the assignment sir?" she questioned receiving a small nod out of the man.

"I need a close set of eyes I can trust to watch Spider-Man, make sure he doesn't do anything… stupid. And if—when Stark contacts him again I want to know" Fury ordered the woman.

Jessica's green eyes shimmered thoughtfully, she had heard that a new vigilante was on the scene. One that apparently her friend Carol didn't see eye to eye with, Jessica knew why but it wasn't her place to say so.

Jessica cleared her throat slightly, "Given the nature of his and my powers don't you think it's a little ironic sir?" she inquired throwing a barely noticeable smirk Nick's way.

Fury mulled it over, "Maybe. You don't have a danger-sense and you can't shoot webs, he can't fire venom-blasts and he can't fly… the two of you seem pretty different to me. I want you to monitor him carefully and make sure he's not aware of your presence, when he slips up and he probably will I want you to bring him in. Peacefully if you can help it, if he struggles then persuade him" he informed her getting an understanding nod out of the agent.

"If I may sir, what has Spider-Man done to get on your bad side?" Jessica threw out curiously.

Nick laughed lightly, "Nothing… yet. I just want to make sure we understand one another, there's a lot he doesn't know but with the path he's walking he's bound to find out something one way or the other. This conversation never happened Agent Drew, are we clear?" his eyes narrowed slightly for added effect.

Jessica saluted and didn't feel the need to pry or dig any deeper, "Understood sir" she answered.

Nick nodded, "Dismissed" he responded solidly.

The female agent spun on her heels and left the Main Deck through one of the automatic double doors, Nick watched her leave with a satisfied expression before he turned his attention back to the holographic displays of the computer terminals. The man knew he could count on her to get a job done as above all else Agent Jessica Drew got results, he needed someone that wouldn't ask any questions and he needed to have a personal talk with Peter. It was going to be difficult as the seventeen year old wasn't even aware of him yet but Nick was confident he would work around that and would hopefully be able to make him understand what he was doing was dangerous.

Fury was going to offer him a choice, one that would shape the rest of his adult life for better or worse. And something at the back of the veteran agent's mind was screaming that Peter would choose poorly, but Nick was a reasonable man and he had plans that were not yet set in motion for any occasion no matter how absurd or illogical they may have been.

* * *

Queens—Forest Hills—Parker Residence

After crossing the Queensborough Bridge via his web-slinging mode of transportation Peter ducked into a small alleyway and quickly changed out of his Spider-Man costume, the teenager then jogged all the way to his home to find something he wasn't completely expecting.

A small U-Haul carriage was attached to a blue convertible and his Aunt May was helping a woman seemingly of the same age move her furniture into the house directly next door to Peter's, the secret wall-crawler strolled over with a warm greeting smile and opened his arms wide when his Aunt approached him.

Only to receive a small television set rather than the hug he was expecting, "Uhh… Aunt May?" Peter weakly questioned as he held the set with ridiculous ease.

May's face lit up, "Nice of you to join us Peter. And thank you for volunteering to help out, such a sweet boy" the woman complimented as she rubbed his cheek.

Peter frowned and scowled, "What's this about? If you've killed someone and want me to help hide the body then you can forget about it" he quipped drawing an amused chuckle out of his guardian.

"You're awful Peter, but I'm just helping our new neighbours move in next door. Have you been working out Peter? You look like you could hold five of those T.V sets" May pried as the two of them walked over to the house following the new neighbour into the residence.

Peter glanced around once he was inside and his lips twisted into a 'not bad' manner, the layout was obviously similar to that of his own house but it was almost completely empty. A light cream carpet covered the wood flooring in the living room where the new neighbour was unboxing most of her things, she looked up from her labour and cracked a smile.

"You must be Peter, May has told me so much about you. I wasn't expecting such a handsome boy with the way your Aunt described you, I'm Anna Watson" Anna said sweetly as she extended her hand.

After giving his Aunt a confused and offended look Peter moved a hand free of the television set and shook her own hand gently, "It's a pleasure Miss Watson" he said ignoring the small burn on his cheeks.

_Handsome huh? I could get used to that._

Peter thought as he set his workload down on the carpet being mindful as to not break anything, "And such a gentleman too. I'm sure you and my niece are going to get along just fine" Anna retorted as May placed a hand on Peter's shoulder.

"Ah yes, where is Mary-Jane?" she queried as Anna moved into the white tile floored kitchen.

She placed a silver teapot on her stove before switching the latter on waiting for it to heat up, "The poor thing's exhausted from the trip. I sent her to bed to get some rest so it'll be later on the two of you meet, would any of you like some tea in the meantime?" the light brunette haired woman offered.

Peter nodded rapidly, he was pretty parched after all. May complied as well taking a seat at one of the wooden table chairs in the kitchen, she turned her head back towards Peter who was still stood in the living room unsure of what he should have been doing and she smirked.

"Peter, be a dear and fetch the rest of the furniture" May asked him politely.

Anna was about to protest but Peter held his hands up respectfully, "It's okay. I got it, I'm the big strong man of the house right? I wouldn't you two lovely ladies to hurt yourselves" he added smoothly already out door.

May glanced at Anna and gave her an amused grin, "Like I said such a sweet boy" she commented receiving a light giggle from her new neighbour.

Moments later…

Peter hauled a large brown leather sofa seated for two on his back, it was a struggle getting it through the front door but he performed the impossible everyday so he managed to make it fit. May and Anna were genuinely shocked that the messy haired teen had moved every piece of luggage and furniture into the house so rapidly, he had certainly been eating healthily.

"Peter, you're finished already?" Anna pressed with raised eyebrows.

Peter nodded and rubbed the back of his neck bashfully, "Yeah I mean the stuff wasn't that heavy. And it helps if you carry most of the stuff with your legs instead of your back, have you two been having fun?" he diligently asked.

May set down her cup of tea before speaking, "Anna hear was just telling me a little about herself. She and Mary-Jane are from Florida so it was quite the distance to travel, they were having… problems out there so they decided to move here and start a fresh" she spoke carefully respecting the woman's privacy.

Anna threw a look of gratitude May's way and Peter nodded, he understood that everyone had their own secrets to keep. They may not have been as crazy as his but that didn't make them any less important, Peter had been raised to respect a person's personal life so he didn't plan on any follow-up questions.

But the entire reason why he had wanted to see his Aunt suddenly sparked in Peter's head and he found himself wearing an ecstatic grin, "I can't believe I forgot! Aunt May, do you know who Doctor Reed Richards is?" Peter posed the question as the middle-aged woman pondered thoughtfully.

Peter got the answer he expected as he gave him a shake of the head, "I can't say I have. I bet he's important though if you're excited about him" she chided as she remembered that the only thing Peter ever got really excited for was science.

Her nephew nodded eagerly, "He's one of the smartest men on the planet! And he's asked me to intern at his lab after I graduate from Midtown, how awesome is that?!" Peter revealed his brow eyes shining with childish joy.

May's eyes widened slightly as her mouth fell agape, "Peter where would you—how do you even know him?" she grilled with a smile as she couldn't help get caught up in her nephew's infectious mood.

He threw his thumb over his back, "I just came from the Baxter Building. I met a friend there and it turns out his sister is dating the guy but get this, his sister is Susan Strom! She's a world renowned bio-chemist!" Peter revealed as his Aunt stood to calm him down.

The bright white smile was not lost on Peter, "And he just offered you a job?" May asked not fully helping her suspicious attitude.

Peter shook his head, "I think he tested me. He told me I was one of the brightest students at Midtown, he said I had a lot of potential. If I get this job I won't have to take pictures for the Bugle anymore" he decided as although photography was a well enjoyed hobby of his the true passion of his life rested with science.

May almost felt like screaming to the heavens that her nephew was a genius, "I'm so happy for you! I always knew you'd be someone so important Peter, Ben always knew you were going to change the world for the better" she revealed as small orbs of tears welled up in her brown eyes.

The small piece of information hit home for Peter and he suddenly found himself remembering the voice message his Uncle had left for him before his untimely death, "I—thanks Aunt May. But it's just an apprenticeship, it's not that big of a deal" his tone and words had took a turn for the hypocritical.

May shook her head as she pulled his neck down for a warm embrace, "But it can lead to bigger and brighter things sweetheart. With that brilliant mind of yours, you're going to make a difference" she breathed out as Anna observed the small exchange from the kitchen table.

An emotional smile had lit up her features as Peter rubbed May's back in a comforting manner, May had informed her about her husband's unfortunate passing and had explained how hard it had been for her and Peter to get by. To say that all of the pieces were falling into place for this widower and her young nephew would have been bitter sweet but things were indeed beginning to look up for them, Peter could take care of his Aunt with his own brain. He didn't need to spider-strength or speed but only the power of his mind, the accomplishment was his and his alone.

However, unbeknownst to the three downstairs a single lone figure stood at the top of the stairs with her arms folded across her chest and a small smile present on her face. Her green eyes shimmered slightly at the sight of the emotional exchange, the simplicity of a boy next door taking care of his Aunt stoked a fiery curiosity deep within herself. It was nothing like what she was used to back in Florida but then again that was why the young teenage girl and her own loving Aunt had moved in the first place.

* * *

Manhattan—the Plaza Hotel—OsCorp Charity Ball

Evening had fallen upon the city of New York enveloping the skyscrapers and streets in a dark shade of magenta, away from the closing hours of daylight was the high society of the city. Men and women considered upper class and untouchable, they were vastly wealthy but when the world consisted of such men like Tony Stark the amount was feasible in comparison.

One Harold Osborn was present in the Grand Ballroom of the famous hotel rubbing golden elbows with the rich of the city on behalf of his Father, the boy hoped he was doing his old man proud trying to make an effort to keep up appearances. To say he was uncomfortable most of the time would have been an understatement as the strain to keep a smile painted on his lips was clearly evident, truth be told the blonde teenager would have much rather been goofing off with his old friend Peter.

As Harry's blue eyes almost glazed over with unbearable boredom the small frame of the teen bumped into a large mammoth of a man, a man Harry was suitably familiar with. The behemoth was bald as not a single solitary hair was present on his large round head and he wore a cleanly pressed gleaming white suit complete with a white under shirt and purple bow tie, his dress shoes were black John W. Nordstrom Lido Oxfords and were simple and sleek.

The seemingly mythical giant smiled down on the younger Osborn and giant bear sized hand came to rest on Harry's shoulder, "Ah the prodigal son returns. How goes young Master Osborn? Why I the last time I saw you, you could barely speak" the famous humanitarian Wilson Fisk himself greeted the boy heartily.

Harry offered the large framed man a weak smile, "It's great to see you again Mister Fisk. I'm glad to see you're looking well" the teenager spoke sincerely.

Wilson nodded, "And I you Harry. Something tells me the atmosphere of this party is boring you to near death, not the scene for someone so young ay my boy?" the man guessed as Fisk could tell the boy felt trapped within the ballroom.

Harry sighed slightly, "I suppose. My Father hasn't exactly had a clean bill of health recently so I have to take one for the team sir" he explained truthfully.

Wilson smiled solemnly, "Ah I see. Well you're doing an excellent job Harry, I too know how terrible illness can be unfortunately. My dear wife isn't in the best of conditions these days but I can only hope she'll brave the storm as it were" Harry gave the man a sincere look of sadness.

He placed his own small hand on one of Fisk's large tree trunk arms, "I hope your wife pulls through Mister Fisk" the words were acknowledged by Wilson.

The big guy nodded his head once before raising the wine glass he had been holding, "To the hope getting better" Wilson offered a toast and Harry gladly accepted.

"To getting better" Harry repeated as their respective glasses clinked together.

Just as Harry and Wilson were about to take a small mouthful of their beverages the two large golden double doors of the Grand Ballroom swung open with enough force to send a small gust of wind the two conversing gentlemen's way, all eyes curiously peered over to the entrance and unanimously widened in surprise as something was wrong if the any of the rumours they had heard were anything to go by.

There stood in a vintage black tuxedo with a blood red bow tie looking as healthy as a horse was none other than the CEO of OsCorp Industries, Norman Osborn. The room was so quiet that the sound of a pin dropping would easily rival that of an earthquake, and the small unusually placed smirk was evident on his normally stone cold face.

"What can I say that won't come off as overly cliché… you know I've literally drawn a blank, I suppose 'I'm back' will have to do for now" it wasn't exactly a legendary line but the impassive demeanour of his face and the dark chilling tone of his voice automatically demanded respect and that was exactly what the man got.

The crowd in the ballroom erupted into applause and congratulations on beating his illness as Norman waltzed through the sea of people like he owned the place, he didn't stop or falter once until he finally came to a halt in front of his son.

Norman pulled the boy into a powerfully close hug as various rich peers clapped for the return of the feared businessman, it was only a matter of time before he was back in his stride and literally running the city again.

* * *

Swinging through the skies of New York

After the unexpected cry fest he and his Aunt had experienced at his neighbour's house Peter felt a little lighter and his outlook of the world had changed slightly, if things could get better for Peter Parker and his caring Aunt then that gave him hope that things could swing his way for his Spider-Man persona also. The thought of working with New York's finest flashed through Peter's head and he had to admit the image was pretty sweet, it meant he wouldn't have to run from a crime scene if he happened to stumble upon it first. It meant he could wait for the police to arrive and explain everything to them in an orderly fashion, it also meant nobody would shoot at him.

_Hooray! I can dream, can't I?_

Peter landed on the roof of a pizza parlour and just as he was about to enter a mad sprint to ensure he would reach the next building he felt a small device in his belt vibrate slightly, the red and blue arachnid vigilante stopped in his tracks and pulled the torso piece of his costume up slightly so he could unclip the item off of his silver utility belt.

Peter gazed curiously at the small cell phone and scratched his head, it was the very same phone the Black Cat had given to him so they could keep in contact. His blank white lenses gazed over the small screen and read the word 'unavailable', she was probably using an untraceable number to call him ensuring he wouldn't be able to find her.

_What… she doesn't trust me? Last I checked she was the thief, not me._

Spider-Man complained mentally as he swiped his finger across the phone screen answering the call, "Yello. You've reached superheroechauffers, the go to company where you can hire superheroes to take you places. Fun, huh? Want Iron Man to whisk you away to the Moon? We've got him! How about a one way trip to Australia courtesy of the Hulk's throwing arm? No problem! What about—!" Peter's small energetic rant was cut short as the Black Cat made herself known.

"Save the quips Spidey, I've got something really important I want to talk about. Can you meet me somewhere?" the young woman asked sweetly to which Peter had no idea what she was talking about.

He looked around aimlessly, "Uhh okay? This sounds strangely ominous, you're not planning to kill me are you? Because that would be a big problem, I kinda need to be alive for… well… everything really" Peter croaked out getting a laugh from the other side of the call.

The platinum blonde tried her luck once more, "Just meet me…" she trailed off slightly and Peter strained to hear her.

It sounded as though she were whispering to someone on the other end of the line but Peter wasn't entirely sure, "… just me on the tippy top of the Empire State Building. Got it? You're not afraid of heights, are you?" she inquired dryly.

Peter scoffed, "That's a pretty stupid question. I don't like water though, I know how to swim but that doesn't mean I have to like it… not in this suit anyway" the brunette added in humorously.

Black Cat pouted sarcastically, "Aww the big bad Spider's afraid of getting wet?" she jabbed and Peter shook his head.

"It's the Amazing Spider-Man, not the aquatic Spider-Man" he stated as a matter-of-factly.

The thief laughed on the other end, "I'll have to remember that handsome. See you soon" she bid goodbye as she puckered her lips and blew him a kiss he did not see.

Peter shook his head and rolled his brown eyes as he clipped the phone back onto his sleek utility belt, having nothing left to do the young hero took off in leaps and bounds headed for the destination he was given. Peter still wasn't sure what to expect and as he had begun web-swinging closer and closer to the iconic New York landmark he was beginning to think suspicious thoughts, she wouldn't try anything would she? She wouldn't have a small romantic picnic set up on top of one of the towering skyscrapers of Manhattan, would she?

The photographer laughed on the inside as he threw off his wild allegations and continued on for evening, it wasn't long before he finally reached the building and getting to the very top was simply a matter of using his webbing to fling himself like a projectile. Spider-Man flew up into the rather thin frosty night air and landed in a crouch as he spotted the lone dark and shadowed silhouette of the Black Cat, Peter rose to his full height topping off at an even six foot and approached the flexible feline.

"Listen Cat, this better be good. I have important stuff to do… like stopping crime and… other really important stuff I've got going on" Peter totally lied.

Though the last thing he expected was a scarlet clad devil man to slip out of the shadow that resembled the Black Cat, the teenager totally wasn't ready for it and this was evidenced by his very loud and very girlish scream.

The Man Without Fear himself smirked, "Well that was interesting" he smoothly commented as Spider-Man pointed at him.

"What is wrong with you?! Who does that?! I thought you were a chick! Who are you anyway?! You look like a demon!" Spider-Man shouted as he put some distance between the two of them… granted not a lot considering where they were but still he didn't want to be so close to the stranger.

Matt held up his hands, "I can assure you it's just a symbol. A symbol I use to strike terror into the hearts of New York's criminal underworld, call me Daredevil" he introduced himself and held out his hand for the taking.

Peter raised an eyebrow as his spider-sense hadn't gone off yet, "That sounds like it's from a movie. You're not Christian Bale under that mask, are you?" the quip resulted in Matt cracking a smile.

"I don't think he'd be spending his nights as a vigilante, believe me if I had that much money neither would I. Getting down to business Spider-Man, to put it in the simplest of terms possible… I want to help you" the Lawyer revealed as Peter finally shook his hand.

Spider-Man cocked his head to the side, "Why? I don't know you, you don't know me. What would make you want to help me… demon-guy" he trailed off quietly.

Daredevil shook his head, "I believe we're not so different. Granted you hold a unique approach to crime fighting but we share the same heart, I understand your need to help others as I feel the need as well" the blonde haired blind man commented understandingly.

Spider-Man placed a finger and thumb on his chin, "Huh… interesting. But couldn't I have just called Doctor Phil or something? At least then he wouldn't be promised the company of an extremely attractive woman and then be absolutely terrified by the appearance of Satan himself" he drawled out.

Matt shook his head, "Cat couldn't be here. She has some business to attend to but she was kind enough to contact you on my behalf" he explained tiredly.

Spider-Man nodded, "She's stealing stuff isn't she?" he guessed with a hidden smirk.

A smirk that appeared on Matt's lips too, "Probably. But she was kind enough to get me this" the scarlet vigilante stated as he pulled out a small cell phone that had been strapped to his thigh.

Peter took the device off of Daredevil's gloved hands and looked it over cautiously, "Oh boy… did she record the conversation we had? Because I'm really not that annoying in real life… I think" he prattled on as Matt held up his hand prompting him to shut up instantly.

Daredevil hardened his gaze on Spider-Man, "It's already set up. Just hit play" he calmly and simply instructed.

Spider-Man shrugged as he did as he was told and pressed his finger down on the screen, ""I—I murdered Captain George Stacy. I assure you that I was under the influence of my formula and wasn't able to stop the Lizard half of my personality but that does not mean I don't have to take responsibility for what I've done, just leave Peter and Spider-Man alone and let me pay for my crimes" the voice of Doctor Curt Connors filled the uncomfortable and tense silence between the two vigilantes.

Peter felt like he had just been shot the shock was so great, the teenager almost balled up his fists in anger but was mindful of the cell phone housing the confession of the scientist. His white opaque lenses redirected their gaze on the solemn form of Daredevil, the sheer fact that Curt had mentioned Peter Parker and Spider-Man merely one word apart was troubling enough but he just didn't know how to react to the rest of it.

Daredevil took a deep breath, "I understand what you must be feeling but I can assure you that the Doctor confessed on his own accord. You have to understand that what he did was wrong whether or not he was in his right mind and you taking the blame for it is not the right course of action, I know you're just trying to protect him Peter—!" no sooner than the man had spoken the name he had been pushed up to the large pillar on top of the Empire State Building with a steel grip applied to his throat.

Spider-Man gazed into the cold red lenses of this stranger, "What… what did you call me?!" he demanded through gritted teeth.

Matt struggled beneath the grip of the teenager as he determined his previous predictions of Spider-Man to be inaccurate, the boy was indeed much stronger than he let on. However unturned by superhuman strength Daredevil wrapped his own grip around Peter's arm and squeezed slightly.

"I'm sorry… but there were… just too many… coincidences, I swear to you… I won't tell a soul" Matthew rasped out desperately trying to stay conscious.

Peter shook his head as he scowled but against his better judgement he let the man go, "I—I'm sorry but… I have a family to protect. If anyone found out, I don't… I don't even want to think about it" Spider-Man admitted whilst looking at his hands in disgust.

Matt was slowly recovering as fresh open air began to fill his lungs once again, "It's all right Peter. I would have done the same, I'm sorry you had to find out like this but I needed to get your attention. Right around the same time your Uncle was gunned down Spider-Man appeared cleaning up the streets targeting thugs that looked identical to his killer, you clashed with Doctor Connors more than once and the relationship you two shared was enough motivation for you to help. The Sandman attack at your school is what sealed the deal for me, as I said there were just too many coincidences" the lawyer slowly rose to his feet and looked upon Spider-Man with sad eyes despite the fact that he couldn't actually see him.

The naturally energetic and prepared figure was now downcast and depressed, "I have to be able to trust you with this… but I don't even know you" the young student's tone was but a whisper in the wind.

Matt nodded, "I understand how hard it must be but—" once again eh found himself cut off as Spider-Man narrowed his eyes behind the fabric of his red mask.

"Name" he simply stated.

Daredevil looked genuinely confused but realization soon dawned on him just what the kid meant, "Peter you know I can't—" the Man Without Fear turned his gaze as Spider-Man screamed into his masked face.

"I want your name!" Peter's spider webbed chest was heaving with anger.

He needed some kind of information or familiarity with the man just in case he let something slip about who he was, there was no way he was leaving the confrontation without it. His normally soft brown eyes almost turned a shade of boiling red as he waited for an answer out of Hell's Kitchen's protector.

Daredevil sighed, "Matthew Murdock. There, are you happy now? Do you want me to take off my mask and show you my face as well?" he added sarcastically.

Peter backed off with a shake of the head, "No thanks. I might be tempted to punch it, I'll check your name and I'll do a little research of my own and if I find out you're lying I will be back and the next little get together might not be so friendly to begin with" the science genius warned.

Matt got his head back into the game, "What about your friend? There's enough evidence to take him to trial and prove your innocence, it'll make your life in costume a little easier" the attempt to take the conversation in an alternate direction was sorely needed and Peter was grateful for the diversion.

"What'll happen to him? He has a family… a wife, a son. I—I don't know if I can take that away from him" the conflicted rhythm of Peter's heartbeat sped up.

Matt noticed, "Doctor Connor's has openly admitted full responsibility for his actions. He's trying to protect you Peter, he's trying to do the right thing. His sentence won't be so hard on account of the circumstances, he may not even be found guilty by reason of insanity. Trust me, I know… I'm a lawyer" Daredevil revealed as he tried to reassure Peter that it was best to let nature and the justice system take its course.

Spider-Man was slightly surprised by the sudden show of honesty but knew it was Matt's way of apologizing for his actions, "Are you sure? I mean, how did you even get any evidence? As far as the police are concerned I'm the guilty one" Peter questioned recalling his dangerous encounter with the New York Police Department some nights ago.

Daredevil nodded in certainty, "Because you're being framed Peter. The Black Cat found Captain Stacy's autopsy reports and it clearly shows sign of the Lizards involvement with the crime, this coupled with the confession will guarantee your innocence as a sure thing" he stated as he placed a hand on Peter's spandex clad shoulder.

Spider-Man glanced at the hand before directing his gaze back to the horned vigilante, "Wait… Cat broke into a police precinct? That is hilarious… but why? I've only tried to help them out, make their jobs a little easier if anything" he said honestly.

Matt's lips formed a grim line, "The system isn't always what it's cracked up to be but it can't hurt to have a little faith" he remarked as Spider-Man nodded.

"Captain America said the same thing to me" Peter said in an off-handed manner.

Daredevil rose an eyebrow, "You know Captain America?" he inquired with an intrigued expression.

Peter smirked, "Sure do. I'll introduce you sometime, provided you stay on my good side. I mean it Matt, I want you to take what you know to your grave. I'll only show you the same courtesy" he finalized with a determined warning.

Daredevil gave a resolute nod, "You can count on me Peter" he replied earnestly.

_Maybe... but that doesn't mean I have to trust you. At least not yet anyway, you have a long way to go before coming even remotely close to earning my trust._

Peter held up his hand as he backed away ready to leave, "Could you just stop with the P word? While I'm in the costume it's Spider-Man, okay? Do I need to spell it out for you?" he mocked somewhat irritably.

The blue eyed man of the law shook his head with a chuckle and a wave of the hand, "I think I can manage that. Leave everything to me Spider-Man, you'll be an innocent man soon enough" he said as he too disappeared into the shadows.

Peter paid him no mind as he leapt off of the large spiral of a building, "I hope so. The last thing I need is to be shot, it should be fun to be just a vigilante again and not a killer in the eyes of the law and the public. But why can't I shake the feeling that something else is going on?" his voice was lost to the high velocity winds whipping against his mask.

At the lost possible second he shot out a web-line and came soaring back up above the dark sparsely lit streets of New York as he swung home for some rest, "Why would the cops need to frame me? Assuming of course they did it of their own free accord, unless… someone wants me out of the way" as soon as the words left his fabric covered mouth Peter's brown eyes widened to the size of dishes.

"Well I've got powers now and the boss wants you dead freak, so say your prayers bug!" Flint Marko's slightly obnoxious tone filtered through his skull and Spider-Man grit his teeth.

"Wilson Fisk _is_ New York's organized crime. He controls everything in this city and has no doubt heard of you and your efforts to clean it up but guess what, if you continue down this road then you're gonna put some strain on his business. Whether you listen to me or not one day you will come into contact with him, he'll find out who you are under that mask and pull your life apart" the wise warning of the Black Cat hit him like a ton of bricks and Spider-Man almost smacked himself for being so clueless.

How could he have not put two and two together? It was so obvious! Well, he had had a lot on his mind lately and it somehow managed to fall between the cracks of his brain to lower less important levels of thought.

Peter took on a look of determination as he twirled in the air and landed on the water tower of a high-rise building, his wide white lenses mirrored the reflection of the city and the object of interest that stood out the most was the large glistening white building that was Wilson Fisk's own personal penthouse suite.

_No doubt a front for all of his organized crime._

Peter stood and looked out over the city with his chin held high in the cold night air, "You've hired super villains to kill me. You've smeared my name and turned the New York Police Department against me, well no more. I'm done being a clueless idiotic friendly neighbourhood Spider-Man, the first chance I get I'm taking you down Fisk. Mark my words, you're going down… a few pants sizes you big fatty" Spider-Man stated majestically before being reduced to a snickering juvenile.

* * *

**Author's Note:** Wow, Spidey really knows how to ruin a moment doesn't he? The guy just can't help himself, I don't blame him though to be honest. And Matt knows! Unbelievable, well I think Peter can trust him not to share his secret identity with anyone else... whatever helps him sleep at night. So what did you think? Any thoughts, any suggestions? Sound off in the reviews if you'd like and let me know, it's been fun!


	10. How Was Your Week?

**Author's Note:** I said I'd get this up by today and well, here it is! Oh man, I hope you enjoy this. I really do, I've tried to pull out all of the stops for this one and be a little creative. Advancing a bunch of simultaneous plotlines is tough, especially considering I haven't even gotten to a few new ones yet. This is the longest chapter to date so without further ado onto the reviews...

**aspiringactor:** I'm actually going to be building upon that relationship so hopefully that turns out okay and also I did mean the X-type but the mistake was on my part, thanks for the heads up as it's been fixed. Cheers for the review.

**youngjusticefanatic:** I do indeed know he's blind, I did say it a good few times but that the fault may be on my part. I'll try to be a little more clear in the future, thanks for the feedback.

**MihAela-Selene:** Thank you so much, I really tried to nail that monologue as Peter would have said it. And yeah, I was initially hesitant with the whole Daredevil thing at first but he's a great character and he's served a great purpose as using him will open up new doors into new parts of New York City for Spider-Man.

**SailorSea:** I'm thrilled you enjoyed it, I try my best with everything. All of the characters are important and will serve some purpose in Peter's life sooner or later so it's key that I nail them just right, plus I'm going to be building up to Mary-Jane meeting Peter but she will be appearing very very soon... just not with Peter... yet.

**The New Creed:** I guess it's just Spidey's code of conduct, he has to fight them first and ask questions later... he seems to be doing it a lot lately. Thanks for the review.

**highlander348:** Don't worry, you can expect some... occurrences with the Black Cat when Peter will be for lack of a better word confused. And Jessica will prove her usefulness as Peter will need it, she basically has most of Peter's powers and has trained with them courtesy of S.H.I.E.L.D so expect her to be better with them. Despite the fact that she is not as strong as Peter is her other powers more than make up for it, you'll see that this chapter as she will literally take him down without even trying. You'll just have to see whether Peter makes the decision to receive training or not...

**Inkcrafter:** I'm glad you think it's awesome, I try my best with every part of this story. And when the mask does come off you can expect some pretty mixed reactions... it'll be hilarious. Thanks for the kind words awesome reviewer person!

**fbiuzz:** Okay, I can see why you'd be confused but over the course of this story I've tried to really sell the fact that Peter's powers are still growing. He's not even eighteen yet, in the ASM movie he lifted a car with one hand and while that is impressive in the second movie there are supposed to be scenes of him lifting a bus. So while his strength is growing so is his speed and agility and reflexes and more importantly his senses, nothing too outlandishly ridiculous but to the point where he's on par with mainstream Spidey. Nick Fury knows because he managed to get footage of Peter sneaking into the spider research facility at OsCorp before anybody else managed to, as I covered a few chapters back he also knew Richard and Mary Parker so he's been keeping a very close eye on Peter since their death. He would have to be an idiot to miss something like Peter developing spider powers because he's been keeping tabs on him, plus walking into that lab Peter was just an ordinary teenager. Even walking out he was fine, it was when he was bit on his way out of the building that his life changed. And also how do you know Osborn doesn't know already, him and Peter haven't had the chance to interact yet. Mysterious huh... Thanks for the feedback.

**inspibrain101:** I'm going to try and cover as much as possible and really flesh out this universe, there's going to be a lot to cover so I'm trying to plant the seeds each chapter and set everything up nicely. I'm looking forward to that too, tanks for the review.

**MonkeyFish997:** Possibly, possibly not. I'm still on the fence whether to give Tombstone an appearance or not, maybe a small cameo? I don't really know yet. As for Electro and Rhino, Rhino's done. He's been done since a few chapters back but he has yet to make a first appearance, in the comics Spider-Man has his own small world of rogues like the Vulture and Mysterio and what not and they're kind of ridiculous but in an entertaining way. More often than not Spider-Man is pulled into other worlds where he is either out of his element or fairly comfortable, whether it's a cosmic adventure with the Fantastic Four or a Skrull invasion with the Avengers or more importantly busting a simple drug shipment with Daredevil and Moon Knight. In the comics the street-level vigilantes just kind of do their own thing but I'm actually trying to build a close knit community starting with them, which in turn will grow and expand into the superhero community. I got really off point with this, what I was trying to say was why not mix elements of Spidey's world with say the world of Daredevil? It should be interesting anyway, as for Electro read on and you won't be disappointed.

**UubPathnik:** I'm not sure how to answer this... Gwen isn't necessarily doomed to die but whenever Gwen is involved in a story it really doesn't look good, does it? All Gwen's in the comics or the films are tied to a certain fate, this one doom that defines Spider-Man's character. It's perhaps greater than the death of his Uncle Ben, perhaps. Gwen isn't necessarily going to die but with the way things are going... but it doesn't mean she's going to bite the dust any time soon, she has a ton more chapters left in her yet.

**mfmxxx:** Not everyone will do it but it's hard to advance certain parts of the story if certain characters don't know, you'll see by the end of this chapter. I hope nobody will be mad at me as out of the characters not a lot of people know or will know, I mean a ton of people know who mainstream Spidey is. Even Doc Ock, that's pretty careless on Peter's part if you ask me because a bad guy knowing your identity can only lead to ad things happening... and what did Otto do with the information? Did he reveal it to the world? Did he kill Peter's most cherished loved ones? No... he pretty much stole his life and murdered him. That uh... that's not a good thing no matter how you look at it.

**AnimeHuntress:** Thank you so much, I'm happy you just kind of happened onto it. I try my best to make it as entertaining as possible so the kind words are appreciated, thank you.

**Nyx811:** Thanks, hopefully this will be also.

**Super nerd:** You don't trust Black Cat huh? Interesting, I wonder why... well she is a pretty complex character so she's kinda hard to figure out. And if Spidey doesn't have a price on his head for some reason then it isn't really a Spidey story, you'll see that fairly soon as the police ease up but some other people move in.

**spiderfan:** While I couldn't agree with you more on account of the Spidey love, this story is not a harem. I'm just trying to make an entertaining story with a bunch of recognizable characters and interesting plotlines, no harem involved. But if you want a story where Spidey's getting all of the love then check out my other story Caught in the Web, it should be right up your alley.

**Nerdman3000:** Thanks, I'm trying to make as many references as possible here and there but I'm not going to drag it on. As of this chapter Mary-Jane is here but she has yet to meet Peter Parker, so you can look forward to that. And as for the black suit storyline, I am planning to do my own take so hopefully that goes according to plan. I've wrote for the character before but I think I'll tweak the personality slightly from my past attempts, Doc Ock on the other hand will be reaching his eight armed glory at some point... just have patience.

**They Call Me Alejandro:** Burning passion huh? Thanks for the brilliant enthusiam, much obliged.

**GumGumOnigiri:** Yeah, maybe a little surreal but don't worry... Ben and Johnny will remember that when it counts. And I'm not turning it into a harem, I would like to a story along those lines one day but this isn't it. Jessica's just there because I want to expand the universe as much as possible and she really will help Peter come into his own, also thanks for the material... gold. I bow to your supreme awesomeness!

**ORgasmicPigeon:** Bros indeed, relationships matter in this story and Cap and Spidey relate on a few levels. Plus Cap is secretly Spidey's hero so there's that too, shhhh... don't tell anyone ;)

**FlyingLovegood123:** Every character matters in some shape or form, I'm trying to make an immersive Marvel experience so I'm glad you appreciate that. And thank you so much for the high praise, it really makes my day.

**Azera-v:** I try my absolute best, thanks for taking the time to review.

**ICantGetyAccoun:** Well thanks for the information but I really wasn't aware of that, honestly. Police Officer Yuri Watanabe is an actual character in the Amazing Spider-Man comics, she isn't mine. I just thought it'd be cool to put her in there and blend some old Spidey mythology with some new hence Jean and Yuri, I didn't think the name of a character would upset someone. I apologize if I offended anyone, thanks for the heads up though.

Well now that that's over I just want to thank you all again because the support I've received is nothing short of spectacular, this is my biggest story to date. As of this chapter we've broke the 100k word mark, we're almost at 150 reviews, we're coming up to 350 favourites and we've broke 400 follows. It's mind blowing to say the least, thank you so much and I hope you guys keep reading and reviewing.

Also on an off note, did anybody else hear about Mary-Jane's roll being cut from the Amazing Spider-Man 2? Apparently they're waiting to introduce the character until ASM 3, weird huh? Still, the movie does look awesome!

So now that all of that's out of the way let's drop in and see what Spidey's up to, shall we?

**Disclaimer:** I don't own the Amazing Spider-Man or the Avengers or the Fantastic Four in any way, the character Spider-Man and all related content is owned by Marvel and Disney with Sony owning the movie rights. The Avengers and all related content is owned by Marvel and Disney and the Fantastic Four and the X-Men and all related content is owned by Marvel with 20th Century Fox owning the movie rights.

* * *

**How Was Your Week?**

Approximately twelve hours ago…

Manhattan—Chelsea District—Bar

The damage done to the small establishment was chaotic to say the least, given the fact that the cause of the catastrophe was two men it was hard to believe. Tables were broken and chairs were scattered, walls had been knocked down and glass riddled the floor as S.H.I.E.L.D agents stormed the minor business on the mark of the woman in charge.

Agent Jessica Drew stood surveying the operation never once taking her eyes off of the two individuals being carted off in titanium handcuffs, her superior Nick Fury had ordered her to make her move after a few weeks of watching her target and a better moment to act could not have presented itself in a million years.

Spider-Man had been caught up in a conflict with a known ally and one time enemy of S.H.I.E.L.D, but the super powered throw down had gotten a little out of hand. The two combatants had been neutralized easily enough and under Fury's orders were to be taken to the Helicarrier by way of a Quinjet, they wouldn't have woken up for quite some time but when they eventually did they were sure to have the worst conceivable headache of their entire life.

* * *

Now…

Manhattan—Penthouse office of Wilson Fisk—Top Floor

Fisk sat there in his prestigious office overlooking the towering spires of the great city of New York but despite the glorious view and luxurious comfort he was not a happy man, for the sour news had been reported on every major news network and plastered all over the internet.

"That's right, you heard it here first folks. The masked vigilante known as Spider-Man has been cleared of all charges on account of the murder of police Captain George Stacy, new evidence has come to light confirming what many believed to be false in that Doctor Curt Connors' alias the Lizard was responsible for the Captain's death. Evidence that the NYPD have apparently kept to themselves since the incident at OsCorp, police Officer Vincent Gonzales and newly appointed police Captain Walter Anderson were arrested shortly after for obstructing the course of justice. Doctor Connors himself went to trial only to have plead not guilty by reason of insanity, the jury concurred and Connors has since been sent back to Ravencroft Institute for the Criminally Insane where he will stay until he is once again fit enough to re-enter society" a male news anchor reported on the screen of a large sixty inch television.

His female co-anchor picked up where he left off, "That's right Tom. And the wall-crawler has police Detective Jean DeWolff and defence attorney Matthew Murdock to thank as the two were able to provide substantial evidence as well as the former testifying in court on his behalf as Spider-Man himself did not make an appearance" Jane explained with a camera winning complexion.

Tom went on with a friendly smile "Whether more officers were involved remains to be seen but just what does this have in store for the future our great city? Can New York's finest work side by side with a mask wearing vigilante? And a favourite question among the fans of the web-slinger is will he be joining the Avengers anytime soon? Well only time will tell but one thing's for sure, Captain Stacy died saving this city and he will be greatly missed. For any and all updates on the controversial case and any news related to Spider-Man be sure to stay tuned to Daily Bugle News" the anchor-man finished as the camera zoomed out and the studio lights went dim.

Fisk turned the television off using the remote but almost felt like throwing the blasted thing through the LED screen.

Spider-Man had been proven innocent and the police officers he had used as tools in the grand scheme of things had been ousted for the lowlifes they really were, it was enough to raise his blood pressure through the roof but he was a reasonable man. Wilson Fisk always had a plan even when other plans had failed but it really wasn't a big deal for the man, the Spider had only proven to be a pest in the beginning but as of late he had been much more interested in the criminal activities of the Kingpin.

And Fisk knew exactly who to blame, the ever watchful protector of Hell's Kitchen… Daredevil. Another masked vigilante who had developed a keen interest into the private life of Wilson Fisk but once again the man had proved to be nothing more than a nuisance as he had been at it for years trying to reveal Fisk's criminal side to the world and while he could indulge in fond memory the reality of the situation was troubling.

Spider-Man and Daredevil had teamed up as his criminal employees had reported, the duo had crippled various drug shipments and busted up a few of his lower tier gangs. They had waged a war on organized crime and it was a battle Fisk was not willing to surrender so easily…

The man leaned forward as much as the desk in front of him would allow and pressed the button on his intercom almost crushing the small device with his large sausage like fingers, "Hello… Mrs West? Could you be a dear and send Mister Joseph in? Lovely" he requested addressing his secretary.

The woman complied and no more than five minutes later Mister Joseph entered the penthouse office wearing a cleanly pressed pin striped suit, " You wanted to see me sir?" he greeted coming to a halt in front of the abnormally large desk built to suit the Kingpin's standards.

The man held a solid blockish build, reminiscent to a fifties gangster but had an unusually large forehead. This was because of the plated steel surrounding the outside of his skull reinforcing it, while the man favoured his fists occasionally and old fashioned tommy guns his trade mark move was head-butting people. However this was no ordinary head-butt, the steel in his head made the contact hurt ten times over delivering one hell of a headache. Of many of the nicknames he had heard the Hammer and Hammerhead were the more prominent ones, in fact most of the people that worked with him addressed him as Hammerhead.

Fisk frowned upon seeing one of his right hand men, "I think you know full well why I wanted to see you. We have a small problem, two of them to be exact and they really are proving to be a rather nasty thorn in my side" the millionaire summarised drawing a determined smirk out of Hammerhead.

"Just say the word and they're gone" he simply said.

Wilson shook his head, "While I do appreciate the sentiment I was actually hoping for something a little more… destructive" he stated ominously.

Hammerhead threw the large man a questioning glance, "Sir?" he inquired waiting for a little more information regarding the matter.

Fisk grinned devilishly as he intertwined his fingers together, "My next shipment's due any time within the space of a few days. How about we beef up the security a little and give the Spider and the Devil a little more of a challenge?" he finished as Hammerhead finally caught wind of just what the crime lord meant.

He nodded before turning to leave, "Consider it done sir" he spoke shutting the two large double doors upon his departure leaving a plotting Wilson Fisk alone with his thoughts.

* * *

Miles above New York City—S.H.I.E.L.D Helicarrier—Holding Cells

His ears were ringing, the unbearable screech of white noise was invading his senses. Peter couldn't think straight, he couldn't even discern where he was or whether he was still among the land of the living. The only thing he knew in absolute clarity was that he was in trouble…

The teenager was lying prone looking up into a sea of dull grey, he couldn't tell whether he was dreaming or whether it was some kind of bland reality. Peter's mind was swimming with questions, questions that went unanswered after the first few hours.

_Is this what it feels like? To be dead? I don't see any pearly gates so I'm going to assume God is too busy to see me just yet._

Peter thought letting an imaginative smile pass over him, he wasn't completely sure whether or not he could move his mouth let alone smile at all to be honest. He noticed his vision was crystal clear but with the added stain of… what was that? Dried blood? In fact Peter could feel something tight wrapped around his chest, as he gazed down he could clearly make out the pristine white material of bandages they too stained with crimson evidence that something had happened to him.

Just what had he gotten himself into the previous night? Despite the fact that he knew he was in danger Peter was somewhat comforted by the fact that his mask hadn't been removed, which troubled the high school student as it made absolutely no sense at all.

_Okay… just breathe… think… if they were bad guys wouldn't they have removed my mask? Wouldn't they want to know who I am? Unless… unless I'm not that important to them… like a tiny blip on a huge radar, maybe the government? FBI, CIA or… oh no…_

As soon as he had finished the thought another one barged into his mind, suddenly words uttered by Tony Stark began to fly in and out of his brain like lines of computer code. The secret government organization, the one Tony had mentioned to him when he dropped into Avengers Tower. S.H.I.E.L.D had made their move…

"You know, you can get up if you want to" a brand new voice entered Peter's ears and the teenager jumped because of it falling right out of his temporary… bed?

Spider-Man rubbed his behind as he sat on the cold grey floor of the room which as he looked around revealed itself to be some sort of prison cell complete with a purple wall of energy instead of the usual iron bars or bullet proof glass. Peter tilted his head looking upon the source of the voice with his wide white lenses, the voice belonged to an African American male sat outside of his cell on a lone metal chair with his legs comfortably crossed.

The smirk was evident but then again as Peter studied his face so was the eye patch, "You're not as graceful in person as you are on T.V" the man chided resulting in Peter giving him a fake annoyed laugh.

"Oh I'm sorry, is it crucial that you scare me half to death before you interrogate me? Wait, you're not gonna make me walk the plank arrrrrrrgh you?" Spider-Man hit back sarcastically as he rose to a stand.

_Two in one, yeah… I'm that good._

The man dressed in black shrugged his shoulders indifferently, "Not at all but that doesn't mean I can't enjoy myself" he said smugly making Peter throw is red and blue arms up.

"Okay… can we just get this over with patchy? You caught me, happy? I don't know how you did it, I don't know who you are and I have—!" Peter's sentence was completely cut off as he ran at the wall of energy at full speed.

It's safe to say that it probably wasn't the smartest idea he had ever had, the wall blew Peter back into the solid grey one behind him and he hit the floor like a ton of bricks. The man watching however never even flinched, in fact it was almost as if he was expecting the occurrence.

As Spider-Man's vision blurred and he was trying to get a grip on the world around him he heard a distinct chuckle once again split through the air, "I hope that felt as good as it looked. You can thank Doctor Erik Selvig for that, would you like to explain what just happened to our guest Doctor?" he asked but the question wasn't directed at Peter.

Peter tilted his head up lazily and watched as another man came into view, the aforementioned Doctor Selvig nodded at the barely conscious web-slinger receiving a painful thumbs up in return. Erik glanced at his superior gaining a nod out of the man prompting him to speak up.

"It's an energy field designed to keep superhuman prisoners in their cells, should they try to escape the force they apply to the field is generated on a feedback loop. In short, whatever force you hit the field with just knocked you right back into the wall" the astrophysicist explained as Spider-Man gave a low groan in acknowledgement.

He nodded repeatedly, "Th-thanks for… the me-memo… Doc… big fan… by the w-way" Peter breathed out small jolts of electricity wracking his chest.

The mysterious man with the eye patch nodded towards Erik motioning for him to leave, the scientist complied and strolled out of the cell area with a large metal door sliding behind him as he left.

"This is actually a prototype so thanks for testing it out for us. But getting down to business you're probably wondering who I am, I'll save you the suspense kid. I'm the Director of S.H.I.E.L.D, Nick Fury. And I'm interested in what you can do Spider-Man" Fury revealed as a tired wall-crawler struggled to pull himself up and onto the lone bed in the cell.

Peter nodded, "Couldn't you have just… I don't know… e-mailed me or something?" the frustration was evident in the teenager's voice which was something Nick didn't miss.

He grimaced, "You've been on the radar for quite some time Spider-Man. It was only a matter of time before we approached you just as we did with each of the Avengers" Fury informed him making the brunette shake his head lazily.

"What's with the tough love? Seriously, if you had just asked me nicely I would've said yes. I'm a people pleaser, it's one of my more annoying qualities" Spider-Man drawled out as he breathed in and out slowly trying to shake off the numbness every muscle in his body was feeling.

Fury raised his eyebrows, "We surrounded Captain America with assault rifles in Times Square in less than five minutes. What makes you think you deserve any better?" he challenged gaining a shrug of the shoulders from the vigilante.

Peter frowned beneath the red mask, "I don't know… wishful thinking I guess. Look… is there a point to all this or are you just letting me know you're stalking me? I mean I don't mind the attention, it's a welcome change of pace from the local menace anyway" he mumbled under his breath.

Fury smirked slightly, "I can assure you that there is indeed a point to all this. How about we start with you answering a couple of questions for me" the man said bluntly leaning in slightly closer to the cell fixing Peter with a penetrating gaze.

The boy faltered, "Uhh… I don't know… I'm not really supposed to answer questions from strangers. Especially pirates, you can never be too careful around a pirate" a small smirk grew on Peter's lips going unnoticed by Fury.

The man let the joke slide tilting his head to the side in a questioning manner, "Did I start that sentence with if it pleases your royal highness? I didn't think so… question one, how did you get your powers?" Fury inquired hiding the fact that he already knew full well how the boy had obtained his abilities.

Spider-Man threw his hands up in a defensive manner, "Whoa! It's getting a little personal, not cool dude. I don't come to your house and ask what happened to your shiny bald head or your eye… seriously though, what's up with that thing?" the teenager jabbed hoping to gain some form of reaction from the stoic man.

Fury's face remained unfazed, "If I told you that you'd have nightmares for the rest of your life. But getting back on to the subject at hand, your powers… how'd you acquire them?" he asked not letting the vigilante's unrelated remarks deter him.

_All right, time to see how much this guy really knows about me._

Peter cleared his throat and let his mind swim, "I'm an interstellar being from a distant world. You see me with the abilities of the Earth's arachnids but actually this is normal from where I come from, my name is Kal-Webs and I'm a refugee here as my world was lost thousands of your Earth years ago" he stated keeping as straight a face as humanly possible.

Fury pursed his lips and raised his eyebrows, "Is that right? If that's true then what's with the costume?" he grilled entertaining the young man for the moment.

Spider-Man pointed to his own mask covered head, "I'm freakishly ugly by your Human standards so I wear the suit to hide my grotesque appearance. Among my people I'm actually quite the looker though, only if you're into really big teeth and eight eyes though" he explained making Nick roll his lone eye somewhat tiredly.

The Director was no idiot but the boy had a pretty vivid imagination, "And the spider? What's with the spider?" he questioned.

Peter's wide blank lenses passed over his own chest taking a look at the symbol that was held proudly on display, "It's not a spider. On my world it means bootylicious, can't you tell with these tights?" the quiet held back laughter was clearly heard by Fury.

The Director however remained as stoic as ever, something that clearly irritated Peter to no end. The boy had no idea where he was and how he got there but he was sure it would lead to bad things happening and although he was trying to take his mind off of the subject of being captured it really was worrying him, thoughts of his Aunt May and girlfriend Gwen crossed his mind too many times to keep track of and he couldn't stand the thought of them or anybody else close to him getting hurt.

Fury cleared his throat, "If you really wanted to keep your family safe then you'd co-operate" the ominous statement struck a sour chord within the wall-crawler and he immediately furrowed his brow.

"Is that a threat?" the secret teenager questioned caught completely off-guard by the sentence.

Nick shook his head with his eyebrows raised, "Just a suggestion. A wise one at that, despite your surroundings and how they may come off upon first glance I really am trying to help you but I can't do that unless you help me so I'll ask again… how did you get your powers?" he queried once more fixing Peter with a penetrating gaze.

Spider-Man seemed confused, "I'm not sure I understand the question" he muttered weakly.

Fury shrugged in response, "What's there to understand? For Cap it was a special serum, for Banner it was a gamma accident and for Thor… well he's a God. How about you? No wait, don't tell me… you were contacted by some kind of ancient spider God" the small amused grin that lit up the Director's face weirded Peter out.

It just seemed so misplaced… "Okay first of all that's just ridiculous and second of all why do you wanna know? You're the head of some secret government agency, shouldn't you already know everything about me?" Peter pressed suspiciously folding his arms over his chest in the meantime.

Nick mulled his words over, "We might… we might not. There's not any clear way you can tell, you don't have to use specific names or places but just give me the most basic version" the agent told him as he sat comfortably in his seat.

Peter shook his head reluctantly, "I'm not sure if I'm cool with this… I don't know. How does the wrong place at the wrong time sound?" the boy offered in hopes the man would take the very vague answer.

Fortunately and rather unusually it seemed to work as Nick gave a short nod in acknowledgement, "All right. Next question, why do you use your powers to help people? Why not cash in and make a name for yourself? Why not provide your family with financial security?" he grilled rubbing his hands together slightly.

Peter cocked his masked head to one side incredulously, "You seem to know a lot about this hypothetical family of mine" the vigilante commented hiding his penetrating stare behind his white lenses.

Fury clasped his hands together and closed his eyes slowly opening them shortly after, "It was just an assumption. But you still haven't answered my question" the mysterious man reminded the student.

Peter sighed and looked around the room aimlessly as he tried to sum up the words in his head, "I don't know… it wouldn't be the responsible thing to do I guess. It's my moral obligation to help people who can't help themselves and stuff, with great power there must also come great responsibility… man that sounded better in my head" despite the situation the brunette gave a weak smile beneath the fabric of his red mask.

Nick breathed in and raised his eyebrows slightly, "I wouldn't say that. In fact I'd say that was pretty noble of you, I once knew someone who went by the same philosophy… he was a good man" he added on as he stared at Peter sympathetically for some reason.

But something in the man's lone eye plucked a note within Peter, one of familiarity and remembrance. The words he had used to explain to Fury were the very same his Uncle Ben had used regarding his Father's sense of justice, there had been something odd about Nick Fury ever since the second Spider-Man laid eyes on him and Peter was afraid that he knew just what it was.

The teenager barely mumbled, "Who else knows" surprisingly the words caught Fury completely off guard and Peter noticed the change in attitude.

But as Nick folded his arms over his chest he confirmed the vigilante's worst possible nightmare, "Just me" he remarked solemnly.

Peter took a deep breath and paused for a moment, he really hadn't gotten used to people figuring out who he was underneath the mask. First Matthew Murdock, a blind lawyer no less and then the Director of S.H.I.E.L.D? When would it end?

"Why—why has it taken you so long to… approach me?" the messy haired brunette questioned as his eyes furiously studied his red boots.

Fury leaned forward slightly and watched as Peter tried to avoid eye contact, "I wanted to let you breathe. See what you could do on your own, I thought you could have done without the pressure" he revealed just as Spider-Man's blank wide lenses met his own gaze.

"And the guy you mentioned, the good man… that was my Father? You knew him?" he pressed his eyes locked on Nick's through the purple wall of energy.

Fury nodded, "And your Mother too" the secret agent added surprising an already stunned Peter Parker.

Spider-Man nodded silently unsure about Fury's words and expression, "So is that it? Can I go now or do I have to play another round of twenty questions? Seriously, I haven't even eaten anything yet. I feel like I'm about to wither and die from the hunger, you got anything good on this… where are we again?" the young man prattled on clearly nervous about yet another complete stranger knowing who he was under the mask.

Fury nodded, "We're on the S.H.I.E.L.D Helicarrier. The agency's main HUB, you can have something to eat shortly before you leave" he rose to his full height standing by the cell wall.

Spider-Man rose too, "So I can go? Just like that? No strings attached?" he inquired hopefully stepping closer to the purple wall of energy albeit cautiously.

Nick threw him an amused smirk, "I never said anything about you not leaving. You could have just walked out of here whenever you wanted to" he revealed stunning Peter to a standstill.

He threw his red and blue arms out to the side in surprise, "What! But you said—and the cell—with the eye patch!" constant babble streamed from his hidden mouth in a valiant attempt to force his mind onto other more trivial things as Fury pressed a button on the wall outside of the cell.

The purple energy keeping Spidey from escaping dissipated, "All you had to do was ask nicely… did you?" the older gentleman spoke condescendingly.

It was safe to say that Peter felt like a complete idiot as he ran through the recent events in his head, "… no…" he answered upon realizing he hadn't formally asked to leave.

In fact the first thing he had done was run at the wall in a full sprint and that didn't turn out too well, his limbs were still stinging from that encounter. As Spider-Man casually strode out of the cell to join Fury the look he received made him want to hang his head in shame for his stupidity, he would never have lived that down.

Nick patted the slightly shorter teen on the shoulder as they continued to venture deeper into the Helicarrier, "In fact I have a proposition for you… that is if you're willing to stick around long enough to discuss it?" the man questioned drawing a curious unseen glance out of Peter.

"I guess but… I have a few questions of my own that need answering… and I'm also pretty hungry" it was more of a demand than a request and Fury gave the boy a resolute nod as a promise.

* * *

Manhattan—OsCorp Tower—Genetic Research Department

The shy and timid Maxwell Dillon had returned to work as normal for the past two weeks so as to not arouse any suspicion, nobody had approached him about what he had done or even hinted at knowing so as far as he was concerned he was in the clear.

In fact as he was working on one of the bio-electrical generators in the genetics research department he would have dared to say that he had had a fun two weeks, Max had personally met Spider-Man and had a whole lot of useful information on the web-headed superhero. His birthday had just passed and his Mother had thrown him a party because of it, granted it was just him and his Mother but still it was the thought that counted.

Currently he had been asked to fix a small circuit break in the bio-electrical generator that provided excess electricity for the subjects being experimented on, a wide variety of any and all animals. They were being treated and tampered with to determine whether when exposed to enough bio-electricity over a prolonged period of time they could produce their own in a manner similar to electric eels, unfortunately so far the test results had come up negative all across the board.

The generator was switched off for reasons obvious and as such Max didn't need any of the protective none conductive suits that had to be worn when the machine was active, the generator was in a large secure room with the only exit doubling as the entrance.

But as Max hummed away to a song on account of the headphones he was wearing whilst switching out a seemingly fried circuit for a brand new one the sound of faint footsteps behind him went unheard as they inched closer, the faint sound of the door to the room shutting fell on deaf ears but as the generator roared to life Max took a step back.

The electrician ripped the headphones out of his ears and turned towards the door with a panicked and horrified expression, it had been shut. And judging from the stray bolts of electricity sparking and flailing wildly from the machine everything had been turned on, his first reaction was to sprint towards the door and bang as loudly as he could on the metal surface.

"Help! Somebody's in here! Unlock the door!" he shouted in a desperate attempt to escape but after a few seconds of silence filled with nothing but the droning of the generator slowly powering itself it his fears had been confirmed.

As that small shiver of unbridled terror shot its way down Max's spine he squeezed his eyes shut as electricity lashed at his body, he didn't even have time to scream as he convulsed and writhed in agony. A white hot feeling overcame him before he was suddenly thrown back into the far wall by a stray bolt of cobalt electricity, his body dropped to the cold steel surface below lifeless yet still twitching uncontrollably.

Seeing the dark deed was done the silhouette of a man cleared his throat as he turned the dial on the control panel outside of the room down resulting in the generator losing its power and humming lowly until it switched itself off, the man walked away without a second thought as the door to the generator room slid open and the foul smell of burnt flesh entered his senses.

* * *

Queens—Forest Hills—Parker Residence

Gwen strolled up to the small quiet home of her boyfriend with the intension of seeing him as she had not heard anything from him for around half a day, the teenager had promised her that the two of them would have gotten together to have dinner and talk about whatever was going on in their lives. Although Peter tried to inquire about Gwen's own day to day events the conversation regularly took a turn in the direction of his Spider-Man activities, it wasn't as though it was his fault but the stress he carried with him was beginning to become more and more pronounced and noticeable.

The blonde haired student knocked on the glass door of the house taking a step backwards onto the porch waiting patiently for somebody to answer, half a minute rolled by and Gwen knocked again unsure of whether or not Peter and May were busy or whether they just weren't home.

Gwen frowned slightly as she had been looking forward to seeing Peter if only for a brief moment but as she was about to leave a voice halted her footsteps, "Hi… are you looking for the Parkers?" a sweet sounding feminine voice entered her ears and Gwen turned to find that it had come from the neighbouring house.

A redheaded teenager around her age and height offered a smile from where she was sitting on her own porch, Gwen faltered slightly taking note of how pretty the girl was.

When was Peter going to let her know that new neighbours had moved in? Especially one so… threatening.

Gwen forced a smile, "I uhh—yeah. Do you umm, do you know where they are?" she questioned trying to get past the few stumbles in her speech.

The girl closed the book that she had been reading and stood to approach the small wall that separated the porches, "Well Mrs Parker went into the city with my Aunt. I can't help you with her nephew though, sorry. I'm Mary-Jane by the way, Mary-Jane Watson" she introduced herself stretching her hand out for the taking.

Gwen shook the hand firmly, "Oh it's fine. I was just a little worried, I haven't heard from him in a while now" she voiced her problem and Mary-Jane gave her a quizzical look.

"Oh are you a friend of his?" she asked trying not to sound too intrusive.

Gwen answered with a shake of the head her ponytailed blonde hair matching its movements, "I'm his girlfriend" she justified taking note of the surprised expression she received from the stranger.

Mary-Jane laughed nervously, "That's nice. I'm sure he's very lucky to have you" the desperate attempt to continue the conversation didn't go unchecked by Gwen.

She posed a question of her own, "So have you just moved here or…?" she trailed off leaving it open-ended for Mary-Jane to lead on.

The redhead did as such, "Yeah I'm living with my Aunt. We moved here from Florida so it's kind of different for me but I figured I needed different, it's a welcome change of scenery anyway" she explained as Gwen nodded.

The blonde Midtown student offered an encouraging smile, "Well welcome to New York. Do you have anyone you know here? Like, to hang out with?" she queried as Mary-Jane sighed slightly.

"Well leaving Florida meant leaving behind my friends too, I'm officially a loner now" she said jokingly drawing a small laugh from the police Captain's daughter.

Gwen looked around the suburban imagery Forest Hills had to offer before resting her gaze back upon the girl next door, "I'm free now if you want to hang out. We could go get a cup of coffee or something?" she suggested as Mary-Jane brushed a hand through her red locks.

"Really? Are you sure you're not too busy or…?" she trailed off unsure of how to finish the sentence.

Gwen replied with a shake of the head, "Well I was planning to spend some time with my boyfriend but he's probably in some kind of stupid situation right now so I guess I'm free" she said sarcastically.

Mary-Jane laughed as she recalled a few of her own ex's, "Don't even get me started. Let me just get my jacket and we can talk about it over some coffee" she told her making her way into her own house as Gwen smiled in reply.

As Mary-Jane left the girl alone for a moment one of the more prominent thoughts swimming around in her head was a common one, just where was Peter Parker?

* * *

Miles above New York City—S.H.I.E.L.D Helicarrier

After hearing the Director's proposition Peter found it increasingly hard to decline, a safe environment for his family and friends in the form of 24/7 protection. An induction into the ever growing Avengers Initiative and a publicist… a freaking publicist.

While that wasn't the most important thing on the list Peter knew full well that it wouldn't hurt to have some good press and what with him being cleared of all charges in the Stacy murder case more positive coverage was a plus, but the most crucial thing to Peter was keeping his family and friends safe and if accepting Fury's offer was the way to go to do just that then there wasn't any other considerable option for the teenager.

And he was also pretty excited about joining the Avengers, that's a pretty important one. Of course Peter did have some guidelines of his own and he had made sure that if he agreed to Fury's proposal then the man would tell him everything he knew about his parents, Nick had reluctantly agreed to this as the best thing for Peter would have been professional training in honing his abilities to be all that they could have been.

Nick and Peter walked through the long corridors of the Helicarrier in deep conversation after their previous private discussion, "So how many famous scientists do you have on the pay roll Fury? Selvig, Pym, Banner and Stark…next thing you know Reed Richards is gonna pop up around the corner and ask for a full physical and then Jane Foster's gonna offer me a lollipop for good behaviour" Peter joked as he threw an expressionless look Nick's way.

The agent raised an eyebrow questioningly, "How do you know they're not already with us?" Fury ribbed strolling ahead of the web-slinger as he stopped dead in his tracks holding a finger up in objection.

Unfortunately no argument came to mind, "Point taken. So… I was promised lunch of some kind?" Spider-Man suggested as he caught up to Fury ignoring the glances he was receiving from various S.H.I.E.L.D agents.

Nick nodded curtly, "And you can have it after we've straightened a few things out" the man replied making Peter scowl.

"I knew there'd be some kind of catch, you don't have to erase my memory do you? Like in Men in Black?" the teenager mocked mostly to himself but the clueless look he got from Fury made him elaborate slightly.

"You know, Will Smith and Tommy Lee Jones? They did three movies? Seriously? Wow, tough crowd" Peter mumbled as the two men came to a large silver door with the S.H.I.E.L.D emblem printed onto it in black ink.

Nick placed his hand on some kind of DNA scanner on one of the nearby walls and after receiving confirmation of his own identity the door opened, as the duo stepped inside Peter saw that the room was a large deck of some kind with various agents performing various tasks about the place. The main focus of the room though was a large silver table accompanied by chairs dotted all around the piece of furniture, but Spider-Man's attention was grabbed by something else… something quite unexpected.

As a familiar foul smell entered the teen's nostrils Peter scowled in disdain, "… you…" he forced through the mask as his brown eyes came to rest upon the small hairy form of the man that had attacked him earlier in the day.

Logan rose out of his seat and returned Peter's hidden scowl, "Likewise" the feral said through grit canines.

Agent Jessica Drew placed a firm hand on Wolverine's shoulder forcing him to reassume his seat, "Now now boys… let's not get physical. We don't want another mess on our hands" the raven haired woman warned as the Canadian reluctantly sat back down.

"Spider-Man, Agent Drew. Agent Drew, Spider-Man" Nick introduced them as the two exchanged mutual nods to one another.

Fury gave the Midtown student a hard glare and Spider-Man hesitantly swallowed his pride and found a seat across from his late night dance partner, "Spider-Man… this is Wolverine. He's a freelance S.H.I.E.L.D operative, former Weapon X participant and he's also a mutant. Logan, this is the local vigilante. Now what I want to know is why the two of you decided to throw down and trash a small bar?" he pressed resulting in Peter folding his red and blue arms over his webbed chest.

"What I wanna know is why the hell he's even here? Dude belongs in a zoo if you ask me" Spider-Man muttered making Logan ball his hands up into tight fists.

The mutant pointed at Peter angrily, "No-one's asking you kid. I made a mistake, we fought but we settled it. The least you could do is act mature about it" Logan challenged resulting in Spider-Man shaking his head vigorously.

He threw his arms out to the side, "When you almost skewered me?! What am I supposed to say to you? Oh hey, no it's fine you almost killed me. You know what? My birthday's next weekend, I would absolutely love for you to come" Peter ranted as Wolverine gestured to him with a thumb.

"Does he ever shut up?" the question was posed to Nick and the resulting shake of the head was all the feral needed to know.

Spider-Man mimicked the action, "Does he ever bathe?" unfortunately for Logan the Director was almost tempted to shake his head at that question too.

Wolverine snarled and Peter stuck his tongue out beneath the mask touching the fabric, "That's quite enough. I don't need another super powered fight around here, the damage is still being repaired from the Hulk and Thor encounter. If you could please put aside your schoolyard grudges and explain to me how in the world you two almost killed one another let alone met each other" Fury stated interrupting the small exchange.

Spider-Man leaned back into his chair and crossed his legs, "I would gladly recount the tale of Beauty and the Beast. Twas the night before Christmas and all through New York, not a creature was stirring… not even… uhh… I was going somewhere with this… I swear… okay… let me start again. The week started out like any other week, well for me at least…" he trailed off as the rest of his company leaned in to listen sans Wolverine who didn't really care either way.

* * *

One week ago…

Skies of Manhattan

Around a week had passed since Spider-Man's vow to take down the Kingpin of Crime and Peter was a man of his word, he had been working together with Matthew Murdock both in and out of costume in an effort to synchronize both of their respective abilities and to get to know one another past the stages of first names.

While Peter originally held ill will towards Daredevil it had since dissipated into mutual respect, the man really was just trying to help him. Peter discovered that Matt upheld the law as a respected attorney as well as an urban vigilante, his efforts to put a stop to Wilson Fisk's criminal empire had been made a little easier with the additional help of Daredevil and the Black Cat.

And while Peter was making a few new friends the Spider-Man side of his persona had been proven innocent thanks to the efforts of Matt himself and a police officer unknown to him, Detective Jean DeWolff. While he still had yet to meet the woman Peter found out that the police officers responsible for framing him may have been influenced by Fisk's efforts to get rid of him, whatever the case the two were arrested and Spider-Man was back to being the local vigilante.

However Peter was gradually learning that he was not the only superhuman in the neighbourhood, "Hey! Slow down lady! You can fly so I'm at a tactical disadvantage… in other words this isn't fair!" Spider-Man shouted as he attempted to keep up with yet another new vigilante on the scene.

The media had labelled her Jewel and apparently enhanced strength and the ability to fly were in her repertoire of powers, "Try to keep the pace bug boy! The night is still young!" the girl shouted as she continued to zip through the cold night air of Manhattan.

Spider-Man had bumped into her during a bank robbery and while he was grateful for the assistance he kind of felt responsible for her, plus he instantly recognized her despite the colourful purple wig she was wearing… Jessica Jones had somehow gained superpowers which made Peter Parker think that suddenly he wasn't so special anymore.

"Could you at least ease up on the speed, we're patrolling the city not a freaking country!" Peter hit back as Jessica steadied her pace with a sheepish smile.

The new vigilante had asked for his guidance, she wanted him to show her the ropes and teach her the tricks of the trade… Peter wasn't even aware there were any tricks. However he reluctantly agreed and so the two had been hanging out for the past couple of days with Spider-Man trying to help her come into her own.

Jewel smirked as Spider-Man just about kept the pace web-slinging alongside her, "Sorry… I guess I'm still learning my limits" the Midtown student admitted as Peter twirled and flipped in a show of acrobatics.

The teenager landed on a flagpole with expert grace and poise surveying the area prompting her to float alongside him, "So how'd you get your powers anyway? I mean they don't just appear overnight" Peter totally lied as his had done exactly that.

Jessica crossed her arms over her chest, "You tell me yours and I'll tell you mine" she challenged making Spider-Man rub the back of his mask covered neck.

He sighed, "I got bit by a spider. And no, not an ordinary one. This sucker had been… tampered with for lack of a better word, genetically enhanced. What happened to you?" Peter questioned with a hidden smile.

Jessica placed a hand to her chin thinking about her answer for a moment, "I was in a car accident with my family. I woke up from a coma a couple of months later and I found out I could do this" she motioned to herself in mid-flight.

Spider-Man nodded understandingly, "I'm so sorry Jessica" he spoke solemnly.

Peter knew the story and he had heard the news about her parents and little brother but to Jessica's knowledge it was Spider-Man's first time hearing it, "It's… it's all right. I managed to get through it pretty well anyway—!" it wasn't until mid-way through her sentence did she realize Spider-Man's mistake.

Her face held a look of panic and confusion for a moment, "Wh—what did you call me?" she breathed out just barely managing to keep herself in the air.

Spider-Man held up his hands as he did some exceedingly quick thinking, "Parker takes my pictures for the Bugle. He's mentioned you once or twice, plus I never forget a face even when they're not wearing their glasses… you were there after I fought the Sandman. I never did thank you for that by the way" he calmly replied hating himself for lying to yet another person in his life.

Jessica seemed to buy it and took the story with a grain of salt, "Oh… right. I almost forgot about Peter's job, you won't tell him will you?" a somewhat pleading tone was used and Peter shook his head.

"Your secret's safe with me, swearsies. Just promise me you'll be a little more careful when it comes to this stuff, it's not all fun and games Jewel" Spider-Man told her as she came to balance on the flagpole next to him using her power of flight to keep herself steady.

The natural brunette gave him a curious look, "Really? But I watch you on the news all the time and I saw you fight at my school, you make it look so easy" Jessica complimented making Spidey smile bashfully beneath the mask.

He rubbed his red clad shoulder subconsciously remembering a few of his previous fights, "Well granted it wasn't as challenging as say the Lizard but I still had to use my brain to beat Marko. You can't always win a fight with your fists, the Lizard was stronger and faster than me and I had the toughest time beating him but I just barely managed to pull it off… with a lot of help of course" Peter spoke quietly darkening his mood slightly with the memory of Captain Stacy.

Jewel gave him a sympathetic smile, "I heard about that. Gwen was really torn up about it, he died saving the city and all… did you know him?" she inquired drawing a shake of the head out of the wall-crawling arachnid.

But despite the physical motion Peter couldn't bring himself to shrug off the Captain so easily, "Yeah… I did" he merely muttered before the two of them slipped into a comfortable silence.

Predictably the quiet atmosphere of the night was destroyed by the far-off noise of a distant car alarm, "Let's go see who'll be eating through a straw tonight" Spider-Man commented with a little bit of humour before the two of them fell from the flagpole and into action.

* * *

Now…

Miles above New York City—S.H.I.E.L.D Helicarrier—Main Deck

Spider-Man finished his small tale as the only other three occupants of the room leaned back into their chairs, Fury and Jessica had both found a seat as they listened intently surprised that Peter's story would be so informing.

Nick was the first to speak up after Spidey had finished, "We'll keep an eye on her and see if there's anything we can do to help her" he told Peter as he nodded appreciatively.

"She's had it pretty rough so don't go arresting her like you did with me, she lost both parents and her brother… what she needs right now is some support" Spider-Man informed Nick.

The spy found it reasonable, "We can provide that and although that has brought something new to my attention it still doesn't explain how the two of you crossed paths" Fury said referring to both the webbed wonder and the violent mutant.

Spider-Man held up his hand, "Have patience Master Jedi… I was just getting to that part…" he explained entwining his fingers as he cleared his throat.

* * *

Three days ago…

Queens—John F. Kennedy Airport

As the specially designed shuttle built by Doctor Reed Richards was just about ready for the launch the man himself was addressing the large crowd in front of him filled with reporters and scientists and just spectators in general keen to see just what the physicist was hoping to accomplish.

Reed was joined by the pilot of the flight, Benjamin Grimm. The man had made a promise dating all the way back to the days the two men shared in university that if Reed should have made his dream a reality then Ben was to pilot the shuttle, after many years of training in the United States Air Force Ben was ready to do just that.

The two men were joined by Reed's better half, the illustrious Susan Storm. The woman was enthusiastic about supporting her husband and if he was successful the results could have proved astronomical for the future of science.

And while the fourth and final member of the team wasn't among the very famous or wise he didn't consider himself any less important, in fact the teenager had no idea why on Earth he was there to begin with. Sue had insisted upon taking Johnny because she had no desire to leave him alone, especially so soon after their Mother's passing. So the boy was prepped for the trip into space and while he may not have wanted to go in the first place the opportunity to see the world from above was not missed by the younger Storm, after all it may have been the biggest achievement in his life and it was certainly something to brag about to Peter Parker.

Ironically Peter wasn't too far away, the shutterbug teenager was stood in the sea of people accompanied by one Betty Brant and temporary amateur photographer Eddie Brock. The trio had been called out to cover the launch by their boss J Jonah Jameson, while it wasn't news related to Spider-Man the Editor-in-Chief of the Bugle felt obligated to cover the story for the science section of the newspaper.

Because after the news that Spider-Man was indeed innocent hit the media it soon spread like wildfire, Jameson among many other newspapers had to print several retractions and it didn't go over too well with the jolly one.

"Maybe a little peace and quiet will help simmer down Jonah, I think the last thing he wants to see is any news related to Spider-Man" Peter pointed out as Betty scribbled down as many notes as she possibly could in hopes that she could one day make the leap from secretary to a successful reporter in her own right.

The beautiful brunette smiled as Peter snapped off a couple more photos of Doctor Richards issuing his statement to the press, "You're telling me. I thought he was having a heart attack when the news hit the web, maybe he should see a therapist about that?" she suggested as Peter nudged her with his elbow in good fun.

"When he can save money and take out his anger on his employees instead?" Peter quipped drawing a small giggle out of the woman.

Unfortunately one Edward Brock barged his way in-between them pushing Peter out of the way as he himself snapped of a few shots of his own, "Watch it Parker. Wouldn't want that camera of yours to break now, would we?" the threat was not lost on both Peter and Betty.

Peter grinned as he took a second look at Brock's camera, the man had forgotten to take the lens cap off of his camera however before he could notice Peter's smug demeanour the teenager completely wiped it off of his face.

The three Bugle employees watched as Doctor Richards finished his statement and was escorted off of the panel on the airstrip by security, as his team left Johnny threw one last look at the gathered crowd spotting Peter giving him a thumbs up and mouthing the words good luck. The blonde teenager merely winked back as he too left trailing after his sister and friends, meanwhile the press and general public were advised to disperse and head back into the airport should they want to avoid being incinerated when the shuttle took off.

But while the shuttle prepped to launch and the airstrip was emptied an ever familiar tingle lit up Peter's senses, curiously he turned his head towards the source of the buzzing gazing upon the large structure of the space shuttle. But just as quickly as it had erupted his spider-sense all but disappeared, unfortunately he didn't have any time to investigate further as an ever watchful Betty Brant pulled Peter by the arm dragging him with her back into the airport.

"Come on partner, I don't want to be the one to explain to Mister Jameson why I brought you back as a pile of ash" the woman joked as Peter's suspicion slowly faded.

_Huh, that's never happened before... no wait… the only time my spider-sense has gone off and it hasn't ended up with me getting shot at was the morning after I got bit. That spider in my room set it off… it could have just been the same here but… why can't I escape the feeling that I'm missing something?_

Peter thought but it seemed his trepidation was not unnecessary as unknown to him over by the shuttle something was stirring, that something was one of the airport's staff walking away from the shuttle as the forty five second countdown began. There was nothing out of the ordinary about this man but as he brought his watch up to his mouth it was clear that he was far from normal…

"Is it done?" a smooth metallic voice questioned as it filtered through the watch revealing it to be some sort of communications device disguised as a simple wristwatch.

The man nodded despite not having the conversation in person, "Yes my Lord. Everything is in place" he droned almost in a robotic manner.

You could almost hear the mysterious presence grin on the other end of the line, "Good. Soon Richards will know not to cross my will… and that shall lead to his Doom" he declared shortly before the line went dead.

The airport attendant lowered his arm as he too found refuge inside the airport blending in seamlessly as he waded through the crowd of spectators, fairly soon they all flocked towards the glass windows of the building as the countdown finished and the launch sequence was initiated. The experimental shuttle housing four determined explorers took off in a brilliant deafening blaze carrying them upwards and upwards until they disappeared above the clouds and into the cold yet stunning atmosphere.

* * *

Now…

Miles above New York City—S.H.I.E.L.D Helicarrier—Main Deck

"And that kids, is how babies are made" Peter finished with a hidden smile drawing a look of tired contempt out of Fury.

He shook his head in a bewildered fashion, "What the hell is wrong with you? What does that have anything to do with you two busting up a bar in Chelsea? Could you please just cut to the chase?" Nick practically begged as Spider-Man nodded and Logan groaned.

"Do I have to stick around for this? I've got better things to do" the feral calmly stated before rising to leave.

Peter cocked an eyebrow, "Like what? Taking a bath?" he mocked as Wolverine popped his pure adamantium claws.

Spider-Man visibly flinched because of the action and Logan grinned in animalistic ferocity, "You remember these don't you kid? One more word out of you and I swear the first thing I separate will be that tongue from your mouth" the threat was heard by Peter but even that did not dampen his resolve.

"But how will I tell the rest of the story? I'm pretty sure I need my tongue for that" he chided receiving yet another glare from Logan.

Fury on the other hand had had just about enough of the two of them and wanted to be rid of them as soon as possible, "Sit down Logan. Spider-Man, you have five minutes to tell me why you and your new friend here couldn't settle a disagreement like civil adults" he barked as Peter raised both of his spandex clad arms defensively.

He reasoned, "Okay okay… geez. It happened last night, right around midnight actually. I was just minding my own business…" the teenager once again trailed off as he began to recount his story for what Fury hoped would be the last time.

* * *

Approximately fourteen hours ago…

Manhattan—Chelsea District

The red and blue form of Spider-Man swung by overhead performing what was originally supposed to be the last sweep of the district he found himself in but before he could leave the area and move to another one of the city's districts for patrol a familiar sensation lit up his skull like a Christmas tree, the athletic acrobat let go of his web-line flipping through the air before he came to a stop on a billboard situated on a low-rise building overlooking a bar on the opposite side of the street below.

The urban vigilante's wide white lenses glanced about the street below him but found nothing, yet intriguingly the buzzing still persisted. Peter noticed it was kind of a low sensation and not the normal screaming inside his head when danger was extremely close, he guessed the danger must have been relatively subtle or a considerable amount of distance away.

However as Spider-Man was about to leap off of the billboard his spider-sense exploded inside his skull and he faltered slightly taken off guard by the sudden change in intensity, because of his confusion Peter was unable to act when someone tackled him off of the billboard and out into the cool open air.

Unfortunately the distance from the air to the blacktop below was too short and the fall ended rather abruptly as Peter took the full force of the journey with his attacker landing right on top of him.

_Sweet Christmas! What is this guy made of?! He weighs a ton!_

Peter thought thankful that his durability seemed to brush off most of the fall, his spider-sense once again went off and he found himself acting fast dodging a solid right cross by moving his head to the left. Various cars and vehicles whizzed by the pair as they wrestled for supremacy on the busy street, Peter took advantage of the situation when the lights of a car shone directly into the eyes of his attacker blinding him momentarily.

Spider-Man coiled his legs and sprang them out with great amount of force directly connecting with the man's abdominal region sending him sprawling through the wall of the bar he had previously spotted, he sat up and shook his head slightly trying to come to grips with what had just happened.

"Wow, sometimes I forget my own strength" Peter commented as he made his way over to the man sized hole that had been made in the bar's wall.

The arachnid hero leaped through the hole and landed on one of the circular wooden tables knocking off various glasses filled with liquor of all kinds, "Uhh… I would pay for that but this costume doesn't exactly allow pockets" Spider-Man said openly pronouncing his presence with his increasingly famous wit.

But upon arriving Peter's hidden brown orbs widened to the size of saucers as the man he had just kicked was already on his feet ready for the next round, and he looked genuinely angry. But with the new setting of the seedy bar light shone upon the subject revealing his attacker to be a rather short and rather hairy male dressed in a dirty white tank top with dark blue jeans and black boots, one of the other more noticeable features was the man's hair. It was wild and unkempt almost resembling the fur of a wild dog but Peter wasn't allowed much time to dwell on it as the man came at him once more swinging with intense ferocity as well as precision.

Spider-Man didn't say a word as he ducked underneath one blow and flipped off of the table landing on the other side of the man, unsettlingly the man was already aware of the web-slinger's whereabouts and he attempted to sweep kick Peter.

Although the man was fast, definitely faster than the average Human being Spider-Man was already ten steps ahead of the game. Hopping off of the floor and twisting in mid-air to rest a hand on the floor Peter evaded the kick and sent one of his own the man's way, Spidey's red clad foot struck him across the chin and he was thrown back through one of the nearby tables for his troubles.

Peter noticed the guy was dazed so he approached him diligently, "Okay dude… either this is a supped up version of 'pull my finger' or you're serious about fighting me. As much as I'd love to dance with you all night I want answers, who are you and why the hell did you attack me?" he questioned tiredly as it had been a rather long day for the wall-crawler and his devil may care attitude was hanging by a thread.

The man merely grunted as he spat out the small amount of blood pooling in his mouth, "I ain't answering nothing until you tell me why you were following me" despite his disadvantage he worded the sentence as a solid demand.

Spider-Man shook his head incredulously, "I don't even know you!" he shouted but it seemed that the man was having none of it.

Once more he leaped to his feet quicker than Peter had anticipated and attacked him with an unrelenting drive, Spider-Man dodged and bounced every which way too fast to be seen by the naked eye leaving after images of himself all around the short man. Fairly soon the guy could feel something hard strike him directly in the nose which was then followed by a stinging sensation around his jawline.

Spider-Man faded back into existence in front of the stranger as he nursed his wounds, "I bet you didn't expect that huh stinky?" he mocked but soon shut his mouth when the guy grinned.

Several cuts on the man's face where Spider-Man's blows had torn the skin up slowly began to close themselves back up and heal as though damage had never even been inflicted in the first place, "I bet you weren't expecting that huh kid?" the savagely vicious man stated turning Peter's own joke against him.

Despite the… surprise Spidey held his composure, "Any more party tricks I should know about fur ball?" he chided but wasn't fully expecting what had happened next.

Snikt!

The man stood there brandishing sharp metal claws that had spontaneously appeared from his knuckles, "I got a few" he muttered with a smirk before Peter gulped.

Despite the apprehension on his part Spider-Man furrowed his brow beneath the mask, "What next? Are spoons gonna spout from your butt?" he quipped bracing himself when the man predictively assaulted him once more.

Spider-Man leaned to one side avoiding a fatal slash of those metal claws and shot out a strand of webbing pulling a nearby pool cue towards him, "I'm not normally one for Billiards but I think I'll break first" he joked bringing the wooden stick down hard on the guy's head.

The cue snapped clean in half and Spider-Man's spider-sense told him to duck and gain some distance, doing just that Peter arched his body backwards avoiding a vertical slice and handsprung away from his opponent to land on the wall near the bar.

As he sat there perched on the wall Peter threw his arms out to both sides, "Well you're just full of surprises aren't you? What the hell are you made of?" he questioned as the guy stalked towards him with a look to kill held in his crazed blue eyes.

Glancing off to the side Spider-Man noticed the bartender of the establishment hidden behind the bar he was perched above, "Hey barkeep! Hit me!" he shouted holding his hand out for a bottle of alcohol.

Unfortunately the action didn't have the desired effect and the bartender ran screaming into the backroom of the bar locking the door behind him, "I'm going to make a formal complaint with whoever owns this place! You can kiss your job goodbye pal! I mean here I am, an upstanding citizen who wants to wet his whistle whilst he's fighting a guy who clearly isn't aware that soap exists and I can't even get decent service! Is that too much to ask for?" Peter shouted jestingly as he snatched up a couple of bottles of liquor himself.

Moving fast he launched each and every glass bottle at the guy who was trying to kill him, "Now here's a guy who can't hold his liquor!" Spider-Man shouted as the man covered his face with his arms in an effort to protect himself.

He was completely out of ammunition fairly soon and when the glass stopped shattering all over the place the vicious brawler dived claws first for Peter over the bar, Spider-Man leaped over him but wasn't expecting for him to be as fast as he was and took a nasty claw swipe to the chest for his troubles.

The agile vigilante cried out in pain as he came to land in a crouch on another one of the wooden tables, his wide blank lenses moved to gaze at the man who seemed to be examining his claws for some reason.

"First blood… well, the first blood that counts anyway" he commented throwing an animalistic grin Peter's way.

Spider-Man cocked an eyebrow beneath the mask, "I'm willing to bet you were unloved as a child. I guess I can't hold it against you though, wild dogs aren't exactly the most caring of creatures" the insult was not lost on his attacker.

The feral charged at the web-head slicing the table he was on clean in half, however Spider-Man had moved too fast and as the man looked up he received a painful backhand to the face knocking him into a nearby wall and coincidentally a dart board.

Spider-Man dropped down from his spot on the ceiling, "Huh… and I'm not normally great at sports… even darts. That's a sport, right?" he commented as his new enemy struggled to get up all the while muttering something about kids these days.

However before he could gain enough energy to rise to his feet he was pinned to the floor by an array of webbing as Spider-Man stood before him both hands cocked, the savage attacker kicked and struggled but the solution was too strong for him to break through.

He grunted, "Get this crap off of me!" the guy shouted but ceased his struggling when Spider-Man shook his head.

"I don't think so, I've had quite enough of fighting for one night. You're gonna tell me who you are and what drove you so insane that you thought you could attack me for no good reason" Spider-Man ordered dropping his usual upbeat demeanour.

But for a single moment when it looked like the guy was about to spill his guts and tell him everything his spider-sense went off, Peter being Peter was sure that the danger had been neutralized and was sat right in front of him but that was the problem as it soon became apparent.

Unexpectedly the supposedly trapped man lunged forward tackling Spider-Man to the ground and delivering a solid left hook to his masked face harshly, Peter was so taken aback by the prospect of something cutting through his webbing that he was too stunned to move.

_What are those things made of?! That webbing's strong enough to tow an airplane and he cut through it like it was toilet paper!_

Spider-Man thought as the two combatants once again wrestled for supremacy but the struggle ended the same way the first one had, with Peter's attacker on top. In a last ditch effort for some kind of leverage Peter wrapped his gloved hands around the man's throat and squeezed.

"I wouldn't do that if I were you" was all the man said as Spider-Man could feel the guy's knuckles pressed up firmly against the bottom of his chin.

Peter grit his teeth, "Get. Off. Me" he forced out angrily.

His assaulter shook his head and in response to this Spider-Man tightened his grip around his throat ever so slightly, "You've probably noticed that I have my fist right up against your throat and all it takes is for me to want it and they'll pop right up into your brain, you'd have to use all of your strength to break my neck and I'd stake my life on it that you don't have the guts to do it… am I right kid?" he questioned.

Upon hearing what he had to say Peter's eyes widened, he was caught dead to right because he couldn't do it. He would never be driven to kill, even if it meant that he would be forfeiting his own life. Swallowing his pride Spidey ever so slowly relinquished his grip on the man's neck, his attacker took a moment to breathe properly before he smiled in grim satisfaction.

"I thought as much, now I'm gonna ask you again… why were you following me?" he growled once more this time receiving a shake of the head from Spidey.

The brunette elaborated, "You must have me confused with somebody else. I swear, I don't know you" Peter said trying his absolute best to not reveal anything crucial regarding his identity.

But as luck would have it the hairy guy saw straight through this, "I know for a fact that you and the kid from a couple of weeks back share the same scent. The nose never lies kid, so I'm gonna count to three because that's all you get. One… two…" just as he was about to pop his claws the red and blue vigilante nodded profusely.

"Okay, all right! I—just… okay. It was me but I wasn't following you, I swear. There was just something about you that seemed… I don't know… familiar somehow? Look pal, I don't know who you are or what you do but I'm willing to bet that it's not very nice" the web-slinger hesitantly bit out as the man nodded in response.

As he moved his hand away from Spider-Man's chin he helped him to his feet, "Got it in one. Names Logan kid and I'm the best there is at what I do" Logan said introducing himself formally despite the fact that they had been fighting for the better part of an hour.

Peter nodded distancing himself from Logan quite a bit, "Spider-Man. Do you think next time, oh I don't know… you don't try to kill me?" he inquired sarcastically as the mutant shrugged his shoulders indifferently.

"Sorry, force of habit" Logan admitted before he sniffed up into the air.

Initially Spider-Man thought the feral had caught something with his nose but when Logan collapsed to the ground with his back filled with some sort of knock out darts he assumed a defensive stance ready for anything, but expectedly Peter felt a small elegant tap on his shoulder and he span around on the spot only to begin to feel extremely sleepy.

As his vision blurred and shadows mixed and merged with colours the last thing Peter saw through the lenses of his mask was a feminine silhouette with piercing green irises, he felt the light touch of a fingertip press against his forehead ever so softly pushing him backwards. Spider-Man fell unconscious as he too collapsed into the abyss landing on top of Logan with his body sprawled out like a ragdoll, the sight was a rather comical one.

Agent Jessica Drew smirked as her pheromones had worked their magic and managed to put her male counterpart to sleep side stepping his danger sense, "We have them sir. Bringing them in now" she spoke into her S.H.I.E.L.D communicator as she pressed two forefingers against her ear.

A recognizable voice echoed through the miniscule speaker, "Copy that. Fury out" Nick replied.

* * *

Now…

Miles above New York City—S.H.I.E.L.D Helicarrier—Main Deck

"So it was you who knocked me out! Sneaky Agent Drew, very sneaky…" Spider-Man commented pointing at Jessica accusingly.

The raven haired agent rolled her eyes but replied nonetheless, "Guilty as charged. Director Fury ordered me to bring you in so I brought you in, I honestly wasn't expecting Logan to have… bumped into you" she revealed prompting Nick to glare at the mutant accusingly.

He furrowed his brow, "I hope you have a damn good reason for that by the way" the man reminded the feral and he nodded.

Wolverine explained, "I jumped to conclusions. He got caught up in something at the wrong time, he just smelled so damn familiar and the way he acted around me. I thought for sure he was the one…" Logan trailed off.

Peter inquired cautiously, "Somebody's following you. That's what you kept saying, why would somebody be following you?" he posed but the question was picked up by Fury.

"Logan was involved in a program a few years back, it wasn't the kind of thing you'd want to be a part of. He escaped, started a new life for himself and we've kept tabs on him ever since. My only guess is that somebody doesn't want to forget, maybe someone that was a part of the program" Nick elaborated confusing Peter to no end.

He threw his arms out wide, "So how on Earth could he have mistaken me for somebody like that? I—I'm not—I don't follow" the soon to be eighteen year old admitted.

Logan sniffed up as he answered, "I recognized your scent and like I said I jumped to conclusions" he said.

Fury cleared his throat, "Logan, you recognize him because you think you know him… you don't know him but you did know his parents. Logan, this is the son of Richard and Mary Parker" the Director revealed shocking Logan slightly.

Peter's jaw tightened as yet another person knew who he was underneath the mask but what was more intriguing was how Logan, the guy that had almost killed him knew his parents. It seemed that when Peter found his Father's briefcase in the basement of his house before this whole mess, before the whole spider bite had happened that the mystery surrounding his parents was more complex than he could have ever imagined.

And it was only the tip of the iceberg…

* * *

**Author's Note:** Man, I hope you guys liked that. I worked my butt off to make it interesting, so we're opening up to a much wider world now and it's getting interesting real fast. Who's following Logan? He can't be a good guy, that's for sure. And the mysterious voice at the airport? Uh oh... plus it's all unravelling for our friendly neighbourhood web-slinger, but is it a good thing or a bad thing? And when Gwen met Mary-Jane! Two worlds are colliding!

Just so nobody's confused here's a little list of people that know Peter Parker is the Amazing Spider-Man:

Nick Fury, Director of S.H.I.E.L.D - He's been watching Peter ever since his parents disappeared.

**Gwen Stacy**

**Doctor Curtis Connors (the Lizard)** - The names in bold knew during the course of the actual movie so they're totally not my fault.

**Captain George Stacy (deceased)**

**May Parker... possibly**

Matthew Murdock (Daredevil) - He figured out that Peter was Spider-Man due to the many coincidences shared between the two.

Logan (Wolverine) - He knows that he is the son of Richard and Mary Parker but he doesn't know Spider-Man's name, not yet anyway.

Agent Jessica Drew (Spider-Woman) - She was assigned to follow Spider-Man for a week and watch him closely, because of his encounter with Wolverine she was forced to bring him in under Fury's orders. The only reason she knows who he is under the mask is because Nick trusts her and knows that out of anybody she can keep a secret given the fact that she herself is a mutant.

Anyway it's been fun, until next time!


	11. It's Not Easy

**Author's Note:** Oh man, it's been a lot longer than usual and I apologize for that. I've just had a huge problem at home and I haven't really been able to write all that often but well it's all good now so here's the next chapter, I hope you like this one but before that how about we take a look at the reviews.

**Dragonskyt:** Thanks, I'm really trying to up the ante and aim for a larger scope similar to that of the comics.

**aspiringactor:** I'm trying to include a lot of things early on so I can make something of them later down the line, I'm glad you like everything so far.

**Sleepyreader319:** Well you just might find out very soon, here's your update!

**inspibrain101:** Neither can I my friend, neither can I.

**MihAela-Selene:** I'm thrilled you liked all that stuff, I loved writing it. And a few of your questions will be answered this chapter so read on and try to enjoy yourself.

**The New Creed:** I actually based the fight on Spidey and Wolverine's first ever meeting in the mainstream Marvel universe, Logan won and let Peter walk away from it with his life which is pretty accurate despite Spidey's amazing powers.

**Logan GC:** Thanks, I really tried to nail his humour and the relationship between the characters.

**The Astonishing Spider-Fan:** Thanks my friend.

**KadiXD:** I actually thought that might get a few laughs, thanks for the kind words.

**birdy:** Here you go!

**the-ice-cold-alchemist:** Meep? Road Runner?

**100BEAST100:** Actually not at all, in the comics Jessica has been shown to be a better fighter than Spider-Man... well up until the Ends of the Earth arc anyway where he totally trashed her. But if you read carefully Jessica didn't touch Peter, her pheromone secretion did all of the work knocking Spider-Man unconscious before he could react. In this universe spider-people have more of an effect on each other than other realities.

**Fantasy-Mania31:** I'm glad you thought so!

**Nyx811:** Thank you once again.

**Maeleana:** Thanks, and he does love to tell a good hardly believable story doesn't he?

**XxNeo-ChanxX:** I understand your trepidation but please, don't worry. Peter's secret identity is still very well protected and having people like Fury, Wolverine and Daredevil know only strengthens his ally's. Besides one of the main points of the story is focusing on the Avengers finding out who he is, the title of the story is Unnoticeable which is how Peter starts out as Spider-Man but over the course of it he gets noticed in both good and bad ways. And you're right, Ultimate Peter dying was badass but did completely suck.

**Superspidernerd:** Well said and don't worry, I will!

**Einstein's Theory:** Thank you, I'll make sure I keep it up.

**kpotter1993:** You and me both, Peter's snark is what makes the story :)

**lsmn18:** I know, it's gonna be difficult to top that. I really have my work cut out for me, and Uncle!Wolverine... you know you might not be that far from the truth :)

**I am Superdude:** Well Spidey certainly is the creative type, isn't he? Thanks for the review.

**Faliara:** You'll have to read on to find out!

**PleiadesWolfe:** Well I make it my number one priority to excite and thrill people, I really hope that didn't come off weird.

**hpets:** I'm glad somebody recognized the general direction of the story and it will seem a little similar to the usual Spidey early years because that's what I'm drawing from but there will be a few bizarre twists along the way, I'm happy you're enjoying it though!

**Tacodestroyeravenger:** Well I'm trying to make this as accessible and easy to read as possible making sure I introduce characters and story lines so the reader knows what's going on, and I didn't think anybody would catch that small reference. I did it subtly and you're the first person that's noticed it so kudos for the spot, and it's okay to ramble. We all do it every now and then :)

**Breyannia:** Well pretty cool is what I'm shooting for, thanks for the support :)

**Toxiclilly:** Wow, thanks for the high praise. I'm really trying with this one and I have to admit it's a challenging task making it all fit neatly but a fun one at that, and I always make it a habit to proof read the chapter before I upload it. Sometimes I miss a few mistakes but hey, nobody's perfect. And you know what, I think this is my review of the week. I just had a big smile on my face whilst reading it so thanks for that, I don't have a medal or prize or anything so how about an imaginary hug or high five? :)

**Superemopowerz:** You know what? I just might, it'll shake things up a bit but it may not happen for a while yet so be patient!

**Littleheartache:** Well you've come to the right place, enjoy your stay!

**rain:** You're pretty cool too :)

**skidney:** Awesome review!

**JJ the Jet Plane:** That's a pretty awesome pen name :)

**BatTiggy:** Wow, two days. That's dedication right there and I don't know about masterfully crafted but I'm doing okay :)

Thanks for the continued support, it's been out of this world. We're almost at 200 reviews, 400 faves and 500 follows and it's all thanks to you guys. I genuinely never thought it'd be this popular but wow... just wow, I hope I can keep you all interested until the end.

**Disclaimer:** I don't own the Amazing Spider-Man or the Avengers or the Fantastic Four in any way, the character Spider-Man and all related content is owned by Marvel and Disney with Sony owning the movie rights. The Avengers and all related content is owned by Marvel and Disney and the Fantastic Four and the X-Men and all related content is owned by Marvel with 20th Century Fox owning the movie rights.

* * *

**It's Not Easy…**

Manhattan—Avengers Tower—Upper Floors

The resident gamma expert was hard at work in the still confines of one of Tony's laboratories, Bruce had been trying to distract himself from the dreaded 'I told you so' he had received from Tony when news that Spider-Man was indeed innocent hit the internet like a wild fire.

"The man is a killer Tony. I can't believe you'd be so reckless as to actually bring him into the tower, no good can come of this" two week old thoughts ran through his troubled mind.

The scientist sighed heavily, did he really sound that obnoxious when he told him off? Like he was the one to talk about the issue of trust, to be honest though Bruce felt like a hypocrite. The man saw the way Spider-Man carried himself, he saw his posture and came to the conclusion that the menacing vigilante that troubled society was just a kid.

Maybe no older than eighteen, it was a scary thought. Truthfully the fact that Tony wanted to recruit a kid into the Avengers was worrying, it wasn't exactly the ideal life for a teenager. Could Tony see that Spider-Man was just a kid? Apparently not, he hadn't made any comment about the possibility but somehow Bruce suspected that at the back of his mind he knew.

Bruce also had his suspicions that Steve knew, he noticed the way Steve spoke about Spider-Man and it wasn't in the sense that he was a colleague but someone who needed protecting. It was all one big mess and Bruce felt that he had only alienated the guy when he accused him of being a cold blooded killer right in front of him, the calm half of the Hulk knew what it felt like to be alone and unwanted and it was not a pleasant feeling.

Suddenly and rather thankfully Bruce's inner turmoil was interrupted by the low buzzing of his cell phone, he always had it set to vibrate as he didn't like drawing unwanted attention to himself.

The genius answered, "Hello?" the number was an unrecognizable one to him.

Unexpectedly the soft sound of a female voice hit his ears but as soon as she had spoken Bruce knew who it was, "Bruce? Is that you? I was told to call this number" the familiar tone of his cousin Jennifer Walters filled his ears and Bruce furrowed his brow in confusion.

"I—Jennifer, how are you calling me? Nobody has my number, nobody knows where I am" Bruce justified unable to think of ways she had managed to reach him.

Jennifer laughed shortly on the other end of the line, "My most important client is Reed Richards. He's friends with you and Tony Stark, he set up a line between me and Stark and then the next thing I knew he was giving me your phone number. He said 'it would be nice for you to see a familiar face', but why are you in New York? The last I heard from you was when you were travelling the world and that was what… four or five years ago?" she finished as Bruce made a mental note to thank Tony later.

The Avenger raked a hand through his dark and slightly grey hair, "I've been a little busy since then. Tony invited me over to stay at his tower and I'm still on the fence about whether or not I should stay" he turned and picked up the television remote to lower the volume on the plasma screen slightly.

Jennifer's interest peaked, "So you're actually here in the city? You have to let me come and see you, I haven't talked to you in so long" she said as the two of them were the only members of their family that hadn't passed away.

Bruce smiled slightly, "We're already talking Jennifer" he told her resulting in an unseen shake of the head.

"No, I mean face to face. Let's meet for coffee or something, I want to know where you've been all this time" the woman practically pleaded and Bruce was having a hard time saying no.

Truthfully he wanted to see a familiar face, somebody from his childhood. But it needed to be in a safe environment, a public place with a lot of people. After all, he still wasn't sure whether or not the military were following him. Fury had promised to make them lose interest somehow but if he knew General Ross the man would have done everything in his power to hunt him down like some kind of wild animal.

Jennifer tried to sweeten the deal, "Betty's been asking about you" and suddenly Bruce felt compelled to meet up with his cousin.

The man reached for his brown jacket ready to leave the tower, "How does two o'clock at… Grand Central Station sound?" he asked as Jennifer hummed slightly.

"I guess, it's right around the corner from my office. I'll be there as soon as I can, paperwork and all" she informed him as Bruce made a mental note to stop for coffee along the way.

He made his way out through the doors of the lab, "Take your time. I'll see you soon Jennifer" and with that Bruce ended the call and placed his cell phone back into his jeans pocket.

Unfortunately for him a wild Tony Stark suddenly appeared, "Did I hear right? Are you going to meet someone? It wouldn't happen to be someone close to you, would it? Maybe a relation of some kind, a very attractive one at that" the billionaire inquired as he stepped out in front of Bruce blocking his path to one of the tower's elevators.

Bruce couldn't resist the urge to roll his brown eyes, "Yes Tony. Thank you" he deadpanned as the Iron Avenger grinned.

"You're very welcome" he replied as Bruce moved past him and hit the ground floor button on the elevator panel.

As he waited patiently he figured it was as good a time as any to set some ground rules with his apparent best friend, "Listen Tony. Despite going behind my back to contact my cousin, I have to admit it was nice hearing her voice again. But let me just make one thing clear, if and that's a big if, I do end up staying around longer than I originally planned and Jennifer starts visiting me here you had better stay away from her" the gamma accident warned making Tony raise his eyebrows in surprise.

"Where did that come from? I can't believe you'd even think—I have a girlfriend! We're like family, me and you. We're—!" however just as he was about to finish his sentence the elevator arrived and Bruce stepped in.

As the elevator doors slowly slid shut Tony could see that he had crossed a line, maybe he should have consulted Bruce about it first? That would have been the smart and loyal thing to do, Bruce needed some time to cool off and Tony needed some time to rethink his approach to personal matters involving his possibly only real friend. Well there was Cap and Pepper was pretty fond of him, he and Spidey really hit it off but Bruce was special. Bruce was the only person who spoke proper English around the tower, Bruce was his—

"Science bro...?" Tony called out weakly despite the fact that the elevator had already departed.

* * *

Miles above New York City—S.H.I.E.L.D Helicarrier—Training Area

Peter ducked, dodged and weaved as Agent Drew lashed out on the offensive. Her fast and agile movements forced Spider-Man to hold back on his attack and work on his defence, he had to admit that fighting someone with similar powers to his own made things rather difficult. He had already proven that he was a fast learner having the basics of hand-to-hand combat down to a fine art yet he couldn't seem to lay a finger on the woman.

Spidey threw his head back arching backwards as Jessica sailed over him with a swift mid-air kick, the teenager went to reach for her leg to grab it but had to adapt when she had already moved out of the way. The boy really wasn't used to fighting someone as fast as him but it seemed she had been trained to deal with any situation that presented itself, a quick sweep of the legs confirmed his thoughts.

But Spidey had a few moves of his own, twisting his body he landed on his hands and sprung upwards just narrowly missing Jessica by inches. The look of surprise Peter caught on her face as he sailed onto one of the nearby walls told him that she wasn't expecting it and by an extent didn't have a danger sense.

"That's a pretty interesting move, you learn that in pre-school?" the small smile that accompanied the joke slightly irritated Peter and he wondered if that's how bad guys felt when they fought him.

Spider-Man crouched on the wall and gazed at her with his wide white eyes, "This is new for me. Normally I fight people who grunt and scream that they're going to kill me, a person with a sense of humour really just confuses me. I may have to get back to you on that" he told her calmly before leaping towards her with the intent of striking her jaw.

The woman was strong and she could take it, if it landed that is. Peter's red clad fist hit nothing but thin air and his spider-sense was already warning him of the incoming fist to the mid-section, he contorted his body and struck out an elbow dodging the punch and almost striking Jessica in the face. His elbow was blocked by a firm palm and Spidey had to wonder how strong she really was, another screaming flash across his brain and he had already caught her knee with his own.

Stuck in a very intimate position through very violent means Spider-Man did what he did best, "You smell like daisies" he muttered making Jessica frown and thrust her head forward.

Spidey leaned his head out of the way and used Jessica's own move to throw her over his shoulder, the woman threw out a kick that Peter barely saw coming and as such narrowly avoided by ducking. Jessica landed in a crouch much like his own and Peter parted his feet and balled his fists staring her down, it wasn't until Jessica stood calmly and approached him slowly that Peter loosened up a bit.

"I have to admit, you know a lot more about fighting than I thought you would. Maybe you're not a lost cause after all" she told him making Spidey raise an eyebrow beneath the mask.

He raised his hands for clarification, "You thought I was a lost cause? Then why'd you agree to train me?" he questioned.

Jessica paused for a moment as if she were in deep thought, "Because I'm probably the only person around who understands what you're going through. These powers and abilities can either be a gift or a curse, it's my job to help you use them responsibly and to their full potential. Plus Fury said he'd fire me if I didn't so I never really had much choice in the matter" she revealed making Peter nod.

"Oh… now I get it. Wait, so how did you get your powers? You weren't bit by a spider by any chance, were you?" Peter inquired.

The S.H.I.E.L.D Agent shook her head, "If you have to know I was born with them" she told him truthfully.

Spider-Man raised his eyebrows in understanding, "Oh… you're a mutant. Don't worry, I'm not against mutants or anything. In fact I'm all for them, well except Logan. But… I guess you're right, you are more experienced with your powers. I'd have to be an idiot to refuse your help" Peter reasoned logically.

Jessica smiled wiping a small bead of sweat from her forehead, "Exactly. But just for the record, you're still an idiot" she stated walking away from him and out of the training room.

Spider-Man followed jovially wondering where he was supposed to go and just what he was supposed to be doing, they wouldn't leave him wandering around the S.H.I.E.L.D Helicarrier unsupervised would they?

_I'm not a kid, they can totally trust me._

Peter's superhuman senses shook him from his thoughts as they had begun to tingle slightly, the red and blue vigilante spun around on the spot to come face to face with a relaxed Wolverine leaning against one of the long grey corridor walls.

Spidey smirked slightly under the red mask, "I thought I smelled wet dog" he jabbed making Logan grumble somewhat irritably.

However Logan brushed off the insult rather quickly, "I just came by to let you know I'm leaving. Believe it or not I have friends of my own who are probably wondering just where I've gotten off to, anyway I wanted to talk to you for a second" the short man told him motioning for Peter to take a step towards him.

Spider-Man complied and Logan looked him square in his wide white lenses, "What you heard in there… that I knew your parents… well that's true kid. The way Fury talks about your folks, you've probably already guessed by now that they had something to do with S.H.I.E.L.D" the feral stopped for a moment gaining a hesitant nod from the webbed wonder.

The mutant went on, "Richard and Mary Parker were agents of S.H.I.E.L.D. They were the people that found me after I managed to escape those bastards at Weapon X, they took me into S.H.I.E.L.D and I was given a whole new lease on life. It's not much but it's a hell of a lot better than the crap hole I was living in before" he finished shocking Peter slightly.

So that was how Logan knew his parents… Peter knitted his brow together trying to swallow the information piece by piece, just all of the talk that his parents were some kind of super spies was confusing him to no end. It all seemed so alien, so out of place but what had he been expecting? Peter knew ever since he found his father's brief case that they were a part of something, something bigger than he could have ever imagined.

His racing thoughts ceased as he received a sturdy pat on the back from Logan, "If you ever need any help just come and get me. But if you're anything like those folks of yours I know you'll turn out just fine kid" he told him handing him a small piece of paper with an address written on it.

As Wolverine stepped away from the teenager Spider-Man merely nodded gratefully, "Thanks" he mumbled.

Logan heard the sentiment due to his heightened senses as he walked away leaving Peter alone in the corridor with a head full of brand new information he just didn't know what to do with, first the spider bite and then… all of that?

Peter tilted his head down to read the piece of paper, "1407 Graymalkin Lane, Westchester County, NY 10461. Xavier's School for Gifted Youngsters… huh… I wonder if I qualify?" he asked himself silently.

Spider-Man set off back towards the Main Deck of the Helicarrier, as much as he wanted to stay and delve a little deeper into his parent's lives he needed to get back to New York. Who else was going to protect it from danger, the Avengers? Besides, he hadn't seen Gwen or his Aunt May in a while which was a really bad thing… for him anyway.

* * *

Manhattan—OsCorp Tower—Genetic Research Department

New York's finest had arrived on the scene as soon as somebody had stumbled upon the smoking flesh that used to be Maxwell Dillon, police officers were interviewing one of the resident scientists there. A Doctor Miles Warren to be precise, one of OsCorp's leading experts in biochemistry.

Detective Jean DeWolff was too busy inspecting the body to hear him rant and rave at her fellow officers, the only words she could make out were 'warrant' and 'audacity'. But as she pulled the white cover back over the body she couldn't find anything out of the ordinary, nobody had seen anything happen and the current surroundings Jean found herself in made her feel lucky that she herself hadn't been injured.

Giant electrical generators… something bad was bound to happen. Max's body wasn't anything unusual to look at, aside from the sparse lacerations and burns but apart from that… nothing.

"Sir, we don't need a warrant when somebody has died" a male officer by the name of Lee Chen informed the scientist with a small face palm.

Miles frowned and folded his arms over his clean white lab coat, "Don't be so condescending. I am fully aware that you don't need one but I am simply trying to tell you that I have important work I must finish and you setting up this crime scene is getting in the way of it! It was clearly an accident, can't you just pack up and solve some other cases?!" he exclaimed his expression fraught with annoyance.

Jean gave him a look that said 'are you serious?' before she approached him, "Is there something you know that we don't Doctor Warren? Because if so then we might have to take you in for questioning" she warned him as Miles bumbled over his words.

He held up a hand, "All right. Fine, just be careful with what you touch. That equipment is worth more than any of you" the man insulted before stepping away from the two officers and walking out of the large generator room.

Jean shook her head in a bewildered state, "What an asshole" she mumbled drawing a small chuckle out of Lee.

"See if you can pull anything from the surveillance system, if there's something on there it should tell us whether this was an accident or not" she ordered Officer Chen resulting in a firm nod before he left.

The detective felt a light tap on the shoulder and spun around to find a male forensic officer standing there, "Ma'am… you might want to take a look at this" a certain Ray Cooper said receiving a curious look from Jean.

Detective DeWolff followed Ray over to the deceased body of Maxwell Dillon and gaped in surprise when she realized what the man was talking about, the veins in his body had begun to change into a dim blue colour. While it was normal for the deceased to lose colour in their skin the forensics had estimated that time of death was no longer than a few hours ago, that was not normal.

But the colour… it was almost neon, something neither Jean nor any of her forensic team had ever seen in both of their respective careers. Whatever was going on there, it was most certainly not the average accident.

"Uhh Ma'am? Security tapes have been wiped, and I did a background check on our victim here just to be sure nobody would want him dead. I haven't found anything, guy lived unmarried and alone. Only known relative is his mother, Louise Annette Maxwell. That's pretty much it, I'll head over to his apartment and see what I can find" Lee told her.

Jean caught him just as he was about to leave, "Take Watanabe with you. With what's going on who knows what could happen" she voiced her cautiousness earning an agreeing nod from Lee as he departed with Yuri following shortly.

Ray rose to his full height and shook his head in disbelief, "Is there anybody else around? Somebody that might have some insight into… I don't even know what this is" the happy father of one stated as Jean gave a quick look through the OsCorp sign in sheet she had been given moments before she had arrived.

"Just one, a Doctor Michael Morbius. I've already asked around and apparently he doesn't liked to be disturbed, he only works during the night so he was here for the accident. It's definitely something to look into anyway" Jean spoke mostly to herself with the intention of questioning Doctor Morbius one way or the other.

Officer Cooper snapped his fingers, "What about Norman Osborn? I heard the guy made his first public appearance in a long while a few weeks back, this is his company. Maybe he knows something?" Ray wasn't an actual cop but he was smart enough to know that Norman needed to be questioned.

Jean nodded, "I'll see what I can do. The man owns half of New York so it might be pretty hard to get an interview with him, besides if something like this took place in my company I wouldn't want the police snooping around… bad for business" she informed him before leaving the same way she had walked in.

* * *

Manhattan—Starbucks

The two young women watched slowly as New York traffic steadily rolled by, nothing out of the ordinary. Taxi cabs and busses, police cars and the occasional limousine drove by with nothing but a thin pane of glass closing the girls off from the outside world.

Mary-Jane Watson smiled as she took a small sip of her steaming coffee while Gwen Stacy had elected a nice warm tea to drink, they had both agreed to talk and learn a little about one another as Gwen was Peter's girlfriend and Mary-Jane was his new neighbour.

They were bound to run into one another eventually so they thought it best to get all of the formalities out of the way, "So… what do you wanna know?" Mary-Jane asked heating her slightly chilly hands around her coffee container.

Gwen wondered slightly, "Why'd you move to New York? Why not Boston or Baltimore or… Philadelphia?" the inquiry seemed innocent but the teenager noted the redhead's reluctance on the subject.

Mary-Jane was uncomfortable with answering the question, "I—I don't know… like I said… it's a nice change of scenery. Can we talk about something else, please?" the girl requested.

Gwen nodded with a smile, "Sure… are you going to school here?" she asked hoping she would be more open about that question.

Mary-Jane shook her head, "My Aunt tried but it's too close to the end of term. I just got a job in a café, it's a couple of streets down actually" she answered not particularly interested in her temporary job.

"What's the plan after that? I mean I enjoy science and… well so does Peter actually, we've both applied for ESU. It has a strong science program, particularly genetics and physics. Fingers crossed…" she trailed off performing the small gesture with her hand.

Mary-Jane gave a genuine smile, "That sounds interesting. For you I mean, not for me. I'm not the sharpest tool in the shed, I don't know… honestly? I'd really love to go into acting" she waited for the eventual laughter that usually followed when she voiced her dream but to her surprise none came.

Gwen took another sip of her tea, "That's great! I think you'd be amazing, just don't forget about me when you're a big star" she joked in good fun.

Mary-Jane grinned enthusiastically, "Really? Thank you so much, not a lot of people are as supportive as you. But what about you Gwen, what about your family?" although she enjoyed the spotlight the emerald eyed teenager wanted to learn more about her new friend also.

The blonde haired genius waved her off, "There's not really much to tell. My mom does her best with me and my brothers, we'd all be lost without her" Gwen smiled gratefully for her mother's care.

Mary-Jane gave her a wistful look, "I wish my mom was as great as yours. What about your dad? I bet he's a big successful scientist, right?" unbeknownst to her the conversation took a detour into the very personal for Miss Stacy.

She shook her head with a brave smile, "He was a police captain actually. And we all loved him so much" Gwen herself didn't even notice a stray tear leak from her eye.

But Mary-Jane did, "Oh… I—I'm so sorry. I had—I had no idea" she uncharacteristically stumbled over her words but was stopped when Gwen held up her hand.

"It's fine, you couldn't have known. He passed away saving the city, that's all that matters" Gwen said fondly as she wiped her cheek with her sweater's cotton sleeve.

Mary-Jane looked confused for the most part, "I heard that Spider-Man saved the city… was that a lie? I'm still new here" she posed unsure about recent events in New York.

Gwen nodded, "Spider-Man helped" she knew full well that both men played equally important parts in stopping Connor's plan but it did nothing to numb the pain of losing her father.

Despite her understanding Mary-Jane tried her best to shift the conversation onto another topic, "What about Peter? How are his parents? I mean I know he lives with May but… I—I've done it again, haven't I?" the ironic laugh she received from Gwen made her furrow her brow in confusion.

"Peter lost his parents when he was young, that's why he lives with his Aunt" Gwen answered drawing an inquisitive look out of Mary-Jane.

She herself took another small drink of her own coffee before speaking, "You know his Aunt's a really cool person. Her and my Aunt Anna really seemed to hit it off" she said remembering the two women's long conversation in their new kitchen.

Gwen seemed to agree, "Aunt May's the best" she simply stated with a short laugh.

Mary-Jane stifled a chuckle, "So how long have you and Peter been dating?" she asked her curiosity getting the best of her slightly.

Gwen pursed her lips, "Almost two months but it's been fun… mostly anyway. He's one of a kind, in more ways than one" she said in quite a different meaning than Mary-Jane could understand.

The redhead nodded, "He sounds like a great guy. I mean I saw him when he was helping my Aunt moves some things into our new house, he's pretty cute. You know, in a geeky hipster kind of way" she drawing a grin out of Gwen.

"He hates it when I call him that" she revealed as the two shared a good laugh.

Gwen was actually glad that she had someone to talk to whilst Peter was out and about doing things that she'd have rather not known about, Mary-Jane was extremely likeable and it felt good for Gwen to hang around with another girl. Spending all of her time around a boy, especially one like Peter was really starting to rub off on her. She just hoped that Peter had someone other than her to talk to, preferably someone that wasn't another superhero as he had a life outside of that as well.

* * *

Manhattan—Grand Central Station

One of New York's most recognizable and iconic buildings was in full swing as crowds of people swarmed through the building either going on trips or coming back from their vacations, they greeted their loved ones and bid them a fond farewell all the while a shady young man sat quietly on one of the benches in a dark blue hoody.

Watching and waiting, for what nobody was quite sure. It was safe to say nobody even really noticed he was there, the odd curious stare from an intrigued child every now and then but nothing too questionable. The man slipped his hand out of his hoody pocket and noticed he was shaking slightly as he reached for his silver military dog tags hanging loosely around his neck, he had also begun to sweat profusely making the cotton stitched into the hoody itch annoyingly.

As the man without a face waited another presence parted through the sea of people and stalked his way towards him, pulling up his black pant legs slightly the newly arrived man took a seat next to the one in the hoody placing down a medium black suitcase as he did so.

"You got the stuff?" the young man asked tilting his head up slightly revealing a tanned rather handsome face.

The man in the black suit was bald and chewing a wad of gum as he replied, "Hold your horses pal. I've got the stuff, have you got the payment?" he asked rather smoothly as the man in the blue hoody shifted his gaze to the world around him.

Making sure nobody was watching he determined that it was safe to make the exchange, "Yeah I got it" he muttered out pulling a substantial amount of money out of his pocket and handing it over to the bald man.

A grin lit up his face as he continued to chew his gum, "Pleasure doing business. Here's the stuff, have fun" he stated checking his silver Rolex watch for a moment before departing blending into the waves of civilians as though he hadn't even been there.

After the man's exit he was left sitting there with a black briefcase, not wasting any time the man in the blue hoody opened it and quickly swallowed what was inside. Unfortunately the object was obscured and the sheer speed the man displayed in eating it was nothing short of desperate, although the stuff didn't have the desired effect.

The man had begun to shake violently grasping at his throat for air, his skin seemed to glow a dim orange hue as his skeletal structure became visible from the outside burning a flame red. People backed away from him as he stood and stumbled into the crowd with his bright crimson eyes, parents gripped their children and couples held onto each other as fairly soon they had made a large circle around him.

His blue hoody had begun to melt and it was at that point that the spectators started to run, his hair literally fell to the floor piece by piece and what looked like molten lava began spewing from his mouth. In one final act of scolding pain he dropped to his knees and let out an unholy scream, and then as people scrambled away for dear life everything suddenly got hotter and exploded in a burst of blinding white light.

* * *

Manhattan—Apartment of Gwen Stacy

Having been able to leave the Helicarrier for the time being Spider-Man had been escorted from the colossal aircraft by way of Quinjet, a pretty nifty little plane if he did say so himself. Peter was actually more concerned about Gwen, the boy hadn't seen her in a while given his busy schedule but as he landed outside of her window he was hoping his unexpected arrival was going to change that.

The window was open, as to be expected. Gwen never shut it just in case he happened to get himself into stupid situation where he desperately needed her help which was bound to happen if he was being honest, but to his surprise his girlfriend wasn't home.

Peter didn't want to call out her name just in case her mom or brothers happened to be home but instead was distracted by her television, she had left the news channel on no doubt waiting for any sign of her idiot boyfriend in red and blue spandex.

But it was what was being broadcast that got Peter's attention or more accurately Spider-Man's, an urgent breaking news bulletin had been issued and all Peter managed to catch before he leaped off in the direction of Grand Central Station was that there had been some kind of explosion. In his mind the web-slinger hoped that nobody had been severely injured, he was just staring to enjoy his day.

* * *

Manhattan—Avengers Tower—Upper Floors

As Tony Stark attempted to distract himself with brand new specifications for his Iron Man armour, namely building on the premise of his suit seeking wrist bracelets he quickly turned down the music that was blaring through the laboratory and listened intently as the news had something pretty important to say.

"It's an absolute scene of catastrophe here at Grand Central, unfortunately the NYPD aren't telling us a lot but what we have learned is that there has been some kind of explosion. Eye witness accounts say that a man in a blue hoody was the source and that he had begun melting just moments before the blast, that's all we have right now but I would advise that people stay clear of 42nd street as the police have the entire area locked down. That's all for now but for more on this shocking turn of events stay tuned to Daily Bugle News" the news reporter on location finished as Tony was already up and out of his seat.

"Jarvis!" the billionaire shouted up towards the ceiling as he ran for the stairs instead of the elevator opting for speed in place of convenience.

As predicted Jarvis chimed back without a moment's hesitation, "Your Mark VII armour has already been deployed sir. May I suggest using the prototype stealth armour in its place? A quiet approach may be—" as per usual the super intelligent A.I was cut off by its creator.

Tony bolted through the door to his office and quickly swiped the suit seeking wrist bracelets off of the bar, "No time Jarvis. Besides, maybe this calls for a more direct approach" he said opening the large glass doors to his roof walkway.

Running in full sprint Tony spread his arms wide and waited for his reliable armour to fit itself around his body, and in one simple moment of scientific brilliance the Invincible Iron Man was on the move.

* * *

Manhattan—Grand Central Station

The web-slinging acrobatic form of the Amazing Spider-Man swiftly came into view as back flipped off of his web-line and free fell towards one of the many street lamps littering the street, crouching on the thin metal structure Peter only looked on in sheer confusion as people filled the street outside of the large subway station. It was complete chaos…

Police officers and news teams argued and civilians were crying and screaming, Spidey hadn't seen so much terror ever since the Lizard incident. Taking a look at the large instantly recognizable building Peter's wide white lenses noticed a large broken glass pane with a hole just large enough for him to squeeze through, without a second thought Spider-Man sprang across the street and through the broken glass pane entering the evacuated building as quietly as possible.

Inside Peter was stunned to see most of the clean marble walls covered in black scorch marks, everything had been completely obliterated. Benches were nothing but ash, ticket kiosks were in piles of wood littered about the burned floor.

Parts of the ceiling had crumbled down making it possible to see a few stray rays of sunlight leak their way through, moving cautiously Spider-Man crawled along one of the large walls dirtying his red fingertips with black soot. But as he looked around he could make out the slightly distorted shapes of people on the walls, black silhouettes of where they had been standing.

"Too close to the blast" Peter's voice was barely above a whisper as he continued to crawl along the wall.

But eventually the deafening silence had to be broken, "Is anybody in here?!" Peter shouted at the top of his lungs hoping someone would answer his call.

He waited for a moment leaping from the wall to land on the marble architecture of the upper floor, well the part of it that hadn't been blown apart anyway. But still he received nothing, looking around he noticed that there was one area right in the middle of the large station floor that was blacker than the rest and worse still there were footprints leading away from it… melted footprints.

Spider-Man creased his brow beneath the mask as he shot a web-line pulling himself over to the other side of the empty building, he felt the need to call out when he landed on the floor just in case there were any trapped people around but refrained as he didn't want to alert whoever he was following to his presence.

But as he knelt down to inspect the footprints something more important caught his eye, a set of military dog tags. The teenager narrowed his eyes as he carefully picked the pieces of metal up, he handled them with caution as the material was still fairly hot.

Peter still didn't know whether or not the person he was following was the monster behind the explosion but a gut feeling and small tingle from his spider-sense made him suspicious, but suddenly a noise came from up above and Spidey almost jumped out of his costume.

He inspected the words printed on the thin metal, "Mark Allen… Allen… I know that name" Spidey said quietly to himself.

Indeed he did but unfortunately couldn't wrack his brain to find out where he knew it from, at least it gave him some insight into who might've been behind the explosion. Suddenly dead cooked pigeons fell from hidden perches high above and the hovering metallic form of Iron Man had appeared, his thrusters incredibly loud in a place so deathly quiet.

Spider-Man stared blankly at the dead birds, "Wow… I think I just died a little inside" he muttered to himself as Iron Man set himself down with a loud almighty clank.

"What's shaking webs?" the smooth sarcastic voice of Tony Stark lit up his senses and Spidey turned with a small frown hidden beneath the mask.

Peter deadpanned, "The foundations of this building now that you're here. Seriously, does that thing have a silent mode?" he questioned pointing at the highly advanced red and gold tech.

Iron Man shook his metal head, "It's not a cell phone. Besides the guy that did this is probably already long gone" he reasoned watching with a hidden smirk as Spidey accidently stepped on a dead pigeon.

"Gross… wait, so why are you here? If the guy's already gone then why bother coming down here?" Peter grilled as Tony raised his large weaponized arms.

But unfortunately no words came to mind, "I was just… you know… I came… the same reason you're here" he weakly answered using his enhanced vision inside the helmet to survey the area.

Spider-Man placed his hands on his waist, "I came to see if anybody needed my help and maybe see if I could find the guy that did this" he explained gaining a slow motorized nod from Tony.

"So… how's that working out?" the playboy asked watching as Spidey pointed to the pitch black ground behind him.

"I found some weird footprints… weird as in they are melted into the ground, that's pretty weird right? And this" Peter held up the pair of dog tags to Tony's field of vision.

He took them from Spidey's grasp and analysed the writing, "Mark Allen… any idea who that is?" Tony inquired.

Peter scratched the back of his neck, "The surname rings a bell but that's about it" he admitted.

Iron Man took a step forward past Spidey and knelt down to the floor, "What can you make of these Jarvis?" he asked waiting for a moment as the A.I scanned the footprints.

"Whatever made them is apparently human but the heat they're radiating alone rules out that possibility, I'm afraid you're going to have to take Spider-Man's advice and investigate further sir" the computerized British accent told him.

Tony whistled for a moment before he stood to his full height, "Yeah sure whatever. You're up web-head" he said as Spider-Man walked past him.

"You didn't need a super calculator to tell you that" he quipped following the evidence he had discovered closely.

Iron Man sighed, "It's gonna be one of those days" he commented towing behind Peter with his heavy titanium boots clanging away.

* * *

Outside of Grand Central Station

Almost every police officer in the city had been called to the bizarre scene trying to keep some level of order, alas the public were in full panic mode and any chance of calming them down had been destroyed when Spider-Man and Iron Man showed up unexpectedly. It was one of the most obvious indications that something bad and unusual had taken place, Jean didn't know what to make of it.

Every person she had tried to question was either too shook up, severely injured or crying their eyes out. The city's SWAT team was on the scene weapons cocked and ready for action, if an Avenger and a vigilante had decided to investigate then something big might've been going down.

"Ma'am, orders?" one SWAT officer asked Jean as she had been put in charge of the small strike team.

The detective wiped the sweat off of her brow, "Stand ready. If there were any civilians still alive they would have gotten them out by now, but they can handle whatever caused this mess. If on the off chance they don't then I want you to open fire on whatever walks through those doors that isn't Spidey or Iron Man, are we clear?" she ordered.

Jean received a row of respective nods from the SWAT team, "Whoever or whatever did this is a monster plain and simple. First OsCorp, now this. I'm already having one hell of a day so this really is the icing on the cake, bastard doesn't deserve to live" she finalized making each of the officers present think twice about getting on her bad side.

* * *

Inside Grand Central Station

Moments later the two superheroes found themselves walking down the stairs and onto a precariously dark subway platform, "So where's the rest of your boy band? Did they go on tour and leave you behind?" Spider-Man joked trying to lighten up the quiet situation.

Tony gave him an amused look remembering when he told that joke, "Are you forgetting that you have a backstage pass?" the genius said reminding Peter of the communications device Cap had given him.

"Oh yeah… I totally forgot about that, but where are they? Busy saving the rest of the world?" the Queens born hero posed with a hidden smile.

Tony shook his head, "They've got other stuff going on. Hank and Janet went away for a little bit, doing what I don't know. Carol… well, Carol's shy. She hasn't grasped the fact that she has superpowers yet, not fully anyway. Bruce is meeting his cousin somewhere, hopefully she doesn't say something that might hurt his feelings. And as you know three of the original line-up are off doing whatever it is they do best… oh and I almost forgot that Cap was called away to the Helicarrier by Fury, apparently he has something private and personal for him. I didn't pry too much, although I wanted to" he was cut off by Peter.

"I just came from the Helicarrier, like an hour ago. Pretty cool place, once they let you out of the cells" Spider-Man jested drawing a curious look from the elder man.

Tony paused for a moment, "They know who you are?" he couldn't resist the opportunity to ask.

Peter himself stayed silent for a split second unsure of whether or not he could tell him, "Yes" he forced out.

The man behind the armour grinned and fought the urge to laugh, "I knew they'd crack you. Only a matter of time" he gloated.

Spider-Man turned to him in a slightly annoyed manner, "They didn't crack me. I… it turns out that Fury already kind of knew me, besides it's none of your business" he bit out gaining an understanding nod from Iron Man.

Tony replied, "You're right. It's not but I just have to ask… did he make you an offer? To join the Avengers?" the brilliant man questioned almost expectantly.

Spidey shrugged, "Yeah… so?" he asked.

Tony didn't miss a beat, "Because that makes it my business. If you join the team then you're gonna have to tell me and everybody else who you are, it's a tough decision but it's one you might benefit from. Besides, we kind of need to know who you are anyway. Trust issues and all that, Spider-Man isn't exactly the poster boy for trust" he reasoned logically.

And Peter listened, because as much as he hated to admit it Tony was right. But was it so bad? Really? The Avengers were heroes, extraordinary people who saved the world. His secret would be safe with them, wouldn't it?

"Listen kid, I'm not telling you to just come out with it right now. Do it when you want to do it, nobody's rushing you. But trust me, when you do eventually tell me… tell us… it's a secret I will take to the grave with me" the man stated trying to gain some of the boy's trust.

And despite the fact that it worked on some level Peter really wanted to change the subject, "Hey it's getting pretty dark. You got a light?" he asked making Iron Man hum.

The Avenger poked the teenagers arm in good fun, "Why? You scared of the dark?" he teased before Spidey swatted his hand away.

"How do you know I can't see in the dark?" the science student challenged.

Tony gave him an incredulous look underneath the helmet, "Because you just asked for a light" he reminded the vigilante.

Spider-Man cleared his throat, "Ah… I forget things" he muttered before Tony switched most of his armours lights on illuminating the subway platform.

Immediately their hidden eyes were drawn towards the continuous melted footprints dotted along the concrete platform, at least it indicated that they were headed in the right direction. But as the two temporary partners continued to traipse along a small awkward silence had begun to grow, Peter sighed and Tony cleared his throat.

The philanthropist found the wall-crawler's white lenses on him, "How're things with… Pepper was it? I never got to meet her" Peter idly attempted to make small talk and Tony showed a small interest if anything.

"Oh, she's fine. The company's running smooth under her, things have never been better in fact. Do uh… do you have a significant other half?" he questioned not even knowing the guy's name outside of his vigilantism.

Spidey nodded reluctantly, "I do and she's great. Smart, beautiful and I'm lucky to have her. Seriously, sometimes I question whether or not I'm dreaming. I mean the spider bite aside she—she's the best thing that's ever happened to me, you ever feel like that with Pepper?" he posed curiously turning his attention towards Stark.

Tony didn't like talking about some of his earlier years running Stark Industries as behind closed doors they were… difficult if anything, "Let's just say that before she came along I didn't feel… whole. Like there was something missing, you know? Maybe when I do find out who's under that mask you could invite this mystery girl over to the tower, we'll do lunch" he offered making Spidey chuckle slightly.

"Sure, only if your digital Jeeves doesn't try to kill me again" Peter joked in good fun having gotten over being shot at some time ago.

Tony nodded but before he could reply he was interrupted, "Sir if I may. I'm detecting a very potent build-up of heat exactly five point three feet in front of you" Jarvis' monotone voice droned inside his helmet making Tony take a deep breath.

He motioned for Spider-Man to stop but it seemed the arachnid hero had already caught wind of whatever was up ahead, Tony made a mental note to learn a little more about the guy's powers when they weren't otherwise engaged.

"Spider-sense… around five feet ahead, you catch that?" Peter questioned gaining a firm nod from the red and gold Avenger.

He placed a solid metal hand on Spidey's red shoulder, "Whatever it is… its close. Hang back for assistance, I'm going in weapons trained" Stark ordered him raising his arms revealing hidden lasers and small wrist mounted missiles.

Hesitantly Spider-Man did as he was told and stayed where he was fists clenched and ready for anything, it was hard to see in complete darkness as the blast had shut the power off but Peter could rely on his senses and instincts to see him to safety. While Iron Man had his technology and weaponry, he didn't have anything on hand that could predict danger… other than Spidey anyway.

Tony's bright lights illuminated the way as he took heavy but cautious steps forward, he found himself staring at a subway vent that had been melted off its hinges.

"Hey kid, take a look at this" Iron Man called back prompting Spidey to jog over to him mindful of where he happened to step.

The secret teenager crouched down and inspected the vent's grate, "It's still steaming which means that whatever did this isn't that far ahead of us" he evaluated earning an approving nod from Tony.

"I don't have to go in there, do I?" Spider-Man asked in a disheartened tone not fully living up to his namesake's reputation of liking dark narrow spaces.

Stark shook his titanium head, "Normally I'd say yes but lucky for you… you have me. I have complete schematics of the subway systems including any and all ventilation shafts, plus my new patented pest control problem" he explained pulling what appeared to be a small piece of armour off of his suit.

He pressed a small button the piece of metal only for a small trigger to pop out, "Pressurized smoke canisters. Free with every Iron Man action figure, we'll smoke him out" Tony stated before he pushed the trigger and threw the small grenade into the large man sized shaft.

Peter caught on slightly impressed, "So I wait for him on this end and you see if he comes out the other end… effective and I don't have to tire myself out" he joked with a small laugh.

Tony passed him on his way to the other end of the ventilation shaft which by his schematics reckoning was one platform over, "Everybody wins. If anything goes wrong I'll be in touch" he smugly commented before jetting off in place of walking.

Spider-Man watched him depart with his arms folded, "First a team up with Cap and now this? Legen—wait for it—dary!" the teenager quipped to himself having nobody to around to talk to.

But after his short chuckles had subsided Spider-Man became painfully aware that he had been left alone in the dark… and Tony was his only light source, "Huh… totally forgot about that" he lowly muttered to himself.

But in a small moment of brilliance Peter slapped himself, "Eureka!" he exclaimed before pulling his costume up and hitting a small switch on his silver utility belt.

A bright circular light instantly lit up the area around him, although it was still in its prototype stages due to design ideas Peter had built a small battery powered search light for just such occasions. The only thing that hadn't been fully developed yet was the lights colour and the design he wanted to implement on it, truthfully he had thought of putting a simplified Spider-Man face on but then scrapped the idea due to it being a little too juvenile.

Unexpectedly he was shook from his inner thoughts as the light had also managed to light up the platform opposite to the one Peter was standing on, a huge pile of debris was laid out before him but the main thing that caught his eye was the petit dainty hand of a woman protruding from it.

Spider-Man had never moved so fast in his entire life as he was already across to the opposing platform and lifting the pieces of debris off of the woman carefully, the blast must have been strong enough to cause some of the subway tunnels' ceilings to cave in slightly. Peter didn't care about that though and as he lifted the last piece of rock from the woman's body he was surprised to find somebody he recognized beneath the rubble.

She held a face he had definitely laid eyes on before but Peter couldn't match a name up to it, he knew the brunette hair and the now broken glasses but he couldn't discern her identity. Thinking quick he threw the rock to one side and checked her pulse, the woman was miraculously alive but just barely.

Her pulse was incredibly faint and as Peter gently lifted her slightly to rest her head in his arms he heard her murmur something, something he didn't quite catch. He noticed her eyelids flutter slightly and her heartbeat began to increase, the masked man leaned his head in close to try to decipher whatever it was she was saying.

It wasn't until it was too late did he finally understand her, "B—Bruce… something's… happened… t—to Bruce" Spider-Man's wide white lenses slowly shifted themselves to the weak raised finger that was pointing towards the shadows in front of them.

There was no mistaking who it was and what was happening to him, Peter heard clothes rip and grunts and groans escape his mouth. Suddenly his own heart rate sped up and Spider-Man almost felt his life flash before his eyes, concrete cracked around the tormented soul and a shadow surrounded by darkness began to gradually grow in size.

Spidey shakily raised his hand to his ear and pressed his forefinger against the headset hidden beneath his mask, "Tony… I think we've got a problem" he spoke as quietly as was humanly possible.

A voice came through the speakers, "What? Speak up, I didn't get a word of that" Iron Man replied.

Peter gulped and mentally cursed the spider that bit him, "I said we've got a problem" the teenager whispered a little bit harsher the second time around.

Tony sighed a little, "Listen kid. This line is reserved for emergencies only so if you have one just say so, if not then stop whispering into my ear. It's really annoying" he stated not having the patience to pursue someone and play games with Spider-Man.

Peter whimpered slightly, "Oh God… he's looking at me" the vigilante bit out clutching the unconscious woman closer to his body.

Tony almost felt life shouting, "Who is looking at you?" he questioned feeling the need to pull his hair out.

Peter took a deep breath, "The. Freaking. Hulk" and sure enough he was right leaving Tony Stark speechless on the other end of the line.

There stood lumbering out of the shadows was a full sized green goliath, hands squeezed into impossibly hard fists and a look so angry etched onto his emerald visage that it made Spider-Man want to wet his blue spandex pants. The Hulk growled and Peter felt himself shrink in place, when he had begun cleaning up New York's streets he really did not expect to have to throw down with the Hulk.

"Kid, run!" was all Spider-Man heard as the biggest and scariest Avenger made his way towards him.

He stumbled to his feet with the woman still held securely in his arms, "But—I—the woman—she's unconscious. I can't just leave her here" Peter spoke as he slowly backed away from the Hulk keeping his light shined on the towering figure.

Iron Man replied instantly, "That isn't a Hulk in control. If he gets his hands on you he will kill you, plain and simple. Now take the girl and run, run like there's n—!" unexpectedly the more experienced hero was cut off from the conversation and Spidey received an ear full of static.

Something had happened to Tony, Peter's run in with the Hulk had almost made him forget about the person they were chasing beforehand. He would need to get to Tony to help him but first thing was first, he needed to get the woman that was in his arms to safety and shake the Hulk in the meantime… in the subway… in the dark… all alone.

_Yeah, this isn't going to go well._

A swift click of one of his web-shooters and Spider-Man was on the run with a severely pissed off gamma irradiated anger problem sprinting after him trying to peel the grey gunk off of his face, if Peter was lucky he'd get out of the situation only with severe injuries but if his luck happened to swing the other way and it normally did then… well at least he had a relatively nice life.

"HULK SMASH!" Peter heard the beast roar in an animalistic nature and it only made him pick up the pace.

_Oh God oh God oh God oh God._

* * *

**Author's Note:** To be continued! Oh my God, I'm awful. The next chapter is where the action begins and something some of you have been asking for from the start, the Incredible Hulk vs the Amazing Spider-Man. It's gonna be epic...

But what did you guys think of Tony and Peter's detective skills? How about their little piece of small talk? And will Bruce ever apologize to Spidey? Well, after they trade a few blows. But who's the guy Spidey and Iron Man were following? And can Tony take him? As always stay tuned and prepare to be amazed!


	12. Being Green

**Author's Note:** And here it is! The cliffhanger will be resolved! Oh man, this chapter was pretty fun to write. I think you guys are gonna get a kick out of this one, expect the unexpected. I'm in such a good mood today, seriously! It's probably all thanks to you guys, you guys are incredible. So without further ado let's get on with the reviews:

**Shadowing:** I hope I've managed to best expectations, read on and find out!

**Nimbus Llewelyn:** As is your pen name...

**skidney:** Let's hope this's another one!

**AbsoluteMadness:** Oh no! Peter! He can't hear you! It'd be quite different if it were Deadpool...

**BeastRage the Hunter:** I think Peter will probably be the first person ever to get an apology out of the Hulk, well the calmer side anyway. And don't worry, Spider-Man will visit Xavier's school for gifted youngsters eventually but not yet... have patience.

**tooth is a fighter:** Glad you thought so!

**HeartofFyrwinde:** If you've watched Iron Man 3 then it should have been a little familiar, I'm trying to tie in the movie in a fairly believable way but not have it interfere with the actual story of the movie. And I think his name was Savin, something like that anyway. And Spider-Man versus Hulk, it's about to get real.

**cabrera1234:** Maybe at some point later down the line but as for heroes in general expect much more of them, I feel like I haven't even scratched the surface yet.

**Batvan:** Frustrating, right? :)

**birdy:** Here you go!

**Guest:** Thank you very much, I try my best with the plot and fights and whatnot so it's nice to be appreciated.

**MonkeyFish997:** I have no idea! And yeah, Mark's character has taken quite a drastic turn in this story but it's fresh and exciting! And it's also a great way for me to tie in to Iron Man 3 and create another super villain. As for Peter's spider-sense, well we could say that it didn't go off because the Hulk was just transforming. It's when he's in direct danger does it react.

**YourFavouitePlushie:** I know, I'm a terrible person! I normally don't like cliffhangers but when I'm writing them I just change my opinion instantly, I'm glad you enjoyed the chapter though. And yes Gwen and Mary-Jane will become fast friends with Peter stuck somewhere in the middle, most of this chapter is action so I've reserved the next chapter for a lot of character development and relationships. You'll see...

**Sarekkandarikulover:** Thanks, and your spot on. I do read the comics, I'm an avid fan so it's pretty mandatory for me.

**Dragonskyt:** Indeed it did, I'm thrilled you enjoyed it!

**MihAela-Selene:** I'm really happy everyone took the cliffhanger so well, I was expecting to see a ton of flames! And Bruce will see the error of his ways, don't worry about that. And yeah, two fights. Though one takes up more screen time than the other, care to guess which one? And yeah, Electro does look pretty sweat right?

**My Lunatic Crow:** I love She-Hulk too! That's why she's gonna happen!

**bigfootbeliver:** I'm flattered, honestly. Thanks for the kind words, as for Wolverine meeting the Avengers... I'm not sure... I think they'll probably interact at some point.

**Book Soldier:** Compared to this chapter, there wasn't any action in the last chapter. And thanks for the compliments, I really appreciate it.

**Vorsith2002:** We're in agreement then, I'm a mean person! Thanks for reviewing!

**pamellka:** Oh... well you might want to strap yourself in.

**SeanHicks4:** Thank you, hopefully somewhere good!

**Lightningblade49:** Hello bug stain!

**DeathbyFandoms:** I got it finished as soon as I could, I didn't want to leave you guys hanging for so long.

**Toxiclilly:** *Guitar solo* :D Thanks, it means a lot. I laughed just writing that science bro part, and if you thought poor Peter last chapter then you might want to brace yourself. And nice spot with the Iron Man 3 story, despite seeing it quite a while ago now the story is still fresh in my mind. It was pretty damn awesome...

Once again I'd just like to thank those of you that have reviewed, faved and followed and just read my story in general. Thank you so much for the amazing support!

**Disclaimer:** I don't own the Amazing Spider-Man or the Avengers or the Fantastic Four in any way, the character Spider-Man and all related content is owned by Marvel and Disney with Sony owning the movie rights. The Avengers and all related content is owned by Marvel and Disney and the Fantastic Four and the X-Men and all related content is owned by Marvel with 20th Century Fox owning the movie rights.

* * *

… **Being Green**

Manhattan—Grand Central Station—Subway Tunnels

Tony struggled and strained to rip whatever it was that had jumped him off of the back of his armour, the almost ghostly silence of the subway had been cracked like a shattered window pane by a series of grunts and metallic clanks. The lumbering red and gold form of Iron Man was stumbling through the dark as he attempted to shake off whatever had grabbed him, but judging from the bright yellow hue and intense heat it must have been the thing he and Spider-Man had been following.

"HULK SMASH!" a roaring bestial scream tore through the complex system of tunnels and found its way to Tony's plated ears.

The sound was so loud it sounded like the big guy was only one tunnel over which thankfully he wasn't and although the billionaire felt sorry for Spidey the sheer amount of heat that was being filtered through his suit was scaring him, he really didn't want to be cooked alive.

Tony gathered whatever calm thoughts he had and got to the task, "Jarvis! Activate rear thrusters!" he commanded and sensing the situation was serious the A.I. did as it was told.

Within an instant the thrusters on Tony's back had exploded into several steady streams of flame, the thing that had been attached to him trying to melt its way through his armour had been sent soaring backwards with a pained yell. Iron Man stumbled forward due to the force of his thrusters but shut them off as soon as he knew he was free, the Avenger turned palms raised and repulsor rays armed.

But he faltered slightly as soon as his eyes landed on the thing that had attacked him, a man was sprawled out on the tracks of the subway but he was no ordinary man. What looked like molten lava leaked from his ears and eyes, his body glowed an unnatural burning yellow and Tony couldn't help but notice the fact that he was naked.

He shook his head slightly, "I hate it when people interrupt me when I'm talking" he mocked tiredly.

Tony breathed heavily as sweat poured from his forehead, he really wanted out of the suit. But he still had a threat to neutralize, so the playboy approached the man with his heavily stocked arms at the ready. He just thanked God the suit was temperature resistant, extreme heat and cold alike.

He dropped from the subway platform resulting in a heavy clang echoing through the pitch black tunnels, "Hey… crazy guy? You better not be playing possum because I am not in the mood today so if you're conscious just say so and I can blast you through that wall, I might even sleep better tonight" Tony warned as he approached the prone figure.

"You think this is the same guy? The name on the dog tags?" Stark questioned as he tried to calm himself down.

Jarvis hummed for a moment, "All available evidence suggests that sir. Staff Sergeant Mark Allen, completed one tour of duty to Afghanistan in 2012 but was labelled MIA during a second tour earlier this year. Only known relatives consist of his mother, a Doris Allen and his sister Liz" he informed him.

Though he respected the military he was not happy about one of their own setting some kind of bomb and then outright attacking him, "Get me a vitals reading Jarvis" Tony calmly ordered as he stood over the man.

A painfully tense half minute went by before the British tone of his A.I. filtered into his suit, "All readings are negative sir. It's safe to proceed but do so with caution, I wouldn't want to have to inform Ms Potts she needs to start looking for a new 'business associate'" he advised making Tony crack a smirk before he drew a few deep preparing breathes.

The Iron Avenger gently kicked the seemingly lifeless body receiving nothing in return, not even a low growl of pain. It may have been a little dark but Tony really did wish the guy was out of commission, the genius lowered himself to a crouch as he gazed intently at Mark's face.

He was young, no older than twenty he would have guessed. He was completely bald but Tony couldn't make out any other unique features due to the man's unusual skin pigmentation, he had to be mindful of the heat and red hot liquid pouring out of Mark as his armour could only take so much punishment.

Unfortunately Stark made the mistake of hovering his face directly over the man's and his heart almost stopped when his burning eyes snapped open, Iron Man was sent stumbling back in a panic as a fountain of molten lava erupted from Mark's open mouth scolding his golden face plate. Tony's system fizzed and shook changing colour from a calm operational blue to a malfunctioning red, he watched the temperature of his suit skyrocket.

But before he could even react he was speared to the floor by a streaking human flame, Tony lay pinned to the tracks of the subway tunnel as the man gripped his arms and screamed wildly exerting so much heat the billionaire almost felt like passing out.

"I didn't want to do this! They said they'd cure me! They said I could see my family again! My sister! They said Extremis would help!" Mark screamed as Tony's armour continued to warn him of the damage on account of the internal alarm system.

He grit his teeth beneath the face plate, "Divert power to chest plate!" he barked but smirked grimly when a brilliant flash of powerful energy whirred and collected in his arc reactor.

"How's this for a cure?" Tony asked.

A moment later Mark was sent sailing away like a lifeless rag doll with a sizable hole in his chest, his body struck the ceiling of the tunnel burning it with pitch black marks. Tony stumbled to his heavy feet and breathed deeply, but during all of the excitement he had managed to make a mental note of Extremis.

He really needed some time away from New York, "Take two of those and call me in the morning" he quipped.

"I… I thought you said he was dead" he breathed out talking to the only person even present and it wasn't even a real person.

Jarvis was silent for a moment before he replied, "He didn't have a heartbeat. Forgive me for assuming that living things need one of those to function" his digital butler mocked back.

Tony shook his head tiredly, "Maybe I should just remove all of that sarcasm from your system" he threatened back.

"So I can share the same personality as all of your other inventions? Which is no personality at all" Jarvis spoke back as Tony's brown eyes watched the hopefully dead smoking form of Mark Allen.

All of the recent drama and almost being cooked to death inside of his own suit made Tony forget about Spider-Man and his predicament, almost but not completely.

"Jarvis, get me a direct line to Fury. He'll want to know about this" Stark spoke to his creation before taking a step towards the lying pile of lava and raising his arm steadily.

A thick white gel sprayed out of a small compartment on Tony's titanium alloyed arm covering Mark from blazing head to toe, "I have a feeling the Director will already know about this sir. May I suggest you walk and talk or in your case fly?" the British voice suggested.

Tony nodded after he was sure there was enough foam good enough to keep the heated being cool for a short time if anything, "That's exactly what I was thinking" he stated before bursting from his position and deeper into the tunnels with his thrusters burning brightly in tow.

* * *

Miles above New York City—S.H.I.E.L.D Helicarrier—Main Deck

Director Nicholas Fury stood with his hands behind his back as he contemplated the situation, he was well aware that there had been some sort of attack on Grand Central Station but lacked the necessary details that Stark should have provided him with.

Through one of the many monitors scattered about the Main Deck Fury watched as Spider-Man leaped through one of the large windows and then shortly after Iron Man arrived lowering himself through one of the many holes in the roof of the building, he was expecting an update from Tony at any minute but it would seem the billionaire had completely forgot.

"Agent Hill, patch me through to Stark" well Nick was done waiting.

Maria nodded as she went to work on one of the monitors nearby but paused and furrowed her brow, "Sir it would appear Stark wants to talk to you. He's on the line" she informed her superior receiving a nod in return.

"Stark, you better have a good reason for not contacting me" he warned as Tony's voice came through on the other end of the line.

Fury waited for an explanation, "Yeah… sorry about that. I've kinda had my hands full but now that I'm free I thought I'd let you know I found the guy behind the blast, I've left him in one of the subway tunnels beneath Grand Central with a pretty little bow" the scientist informed the super spy.

He was slightly surprised Stark had managed to subdue the perpetrator so quickly, "Well? Who was it?" he pressed.

Tony paused for a moment as if trying to remember himself, "M… m… I wanna say Mark" he was interrupted shortly after by a barely audible cool calm British tone.

"Ah, thanks Jarvis. Mark Allen, apparently a military man. Went MIA earlier this year" he revealed prompting Agent Hill to pull up everything she could find about the man on screen.

Fury studied the information with his one good eye intently, "And you're sure he caused the explosion?" he questioned.

Tony scoffed, "He was the explosion. Something happened to him, let's just say he's like a human light bulb. Seriously though, send your best men and a heat containment unit. He almost fried my armour, which is something that puts me on edge. I don't like this Fury, not one bit" he explained earnestly.

Nick nodded despite not actually having the conversation face to face, "Do we know why he did this? Did he say anything we can use?" the Director pressed.

Stark's computer like mind pulled up a word as though it were a catalogued file, "Extremis. Something called Extremis, that's all I got. Said 'they' were supposed to help him, obviously he got stuck with the sour end of the bargain. Call me crazy but I'm not sure he planned any of this, he seemed scared. Completely derailed, even said he didn't want to attack me" he revealed.

Fury furrowed his brow, "Thanks for the update Stark. We'll look into it, expect our men in around five minutes tops. But before I forget, while you were busy apprehending Allen your temporary sidekick was doing what? Cracking jokes?" he said with a small sliver of a smile despite himself.

Tony weighed his words before he spoke, "Not exactly. He's a little busy with his own problem, but don't worry. I'm sure he's all over it, the kid's smart" he admitted before disconnecting the line.

* * *

Further into the subway system…

Peter's face was twisted into one of sheer terror as he sprinted through the complex labyrinth of modern caverns, he hadn't run so fast in his entire life and was certain that he would've had a heart attack at any given moment. He was petrified…

He had fought a giant lizard and a literal beach and won each time but… it was different this time around, he was fighting or running to be precise from the Hulk.

_The Hulk, the freaking Hulk. I—you can't make this stuff up._

His thoughts raced even his calculative mind feeling the effects of his complete horror, the boy was still holding Jennifer in his arms tighter than he would usually care to. And what was worse? He was surrounded by dead silence, the only slivers of volume being sounded off by the light pads his red boots made with each manic step.

_Wait a second…_

Reluctantly Spider-Man slowed his pace and came to a complete halt in the darkness, his wide white lenses and the small prototype search light the only form of light available to him. But he stopped for a reason, he could only hear his footsteps which meant that no-one was following him. The teenager hesitantly turned around shining his light as best as he could in front of him and as suspected the long tunnel ahead of him was completely empty.

Peter scowled beneath the mask as he shifted the unconscious woman in his arms, "You don't just lose the Hulk" he muttered hearing the fear present in his voice.

And it wasn't a comforting sound, his normally quick and sarcastic tone was weak and jittery. Spidey didn't like jittery, because it made him uneasy. It made him vulnerable, it made him unaware. But then again that was what his handy dandy spider-sense was for, speaking of his special sense.

Peter's panicked brown eyes widened beneath the red mask as his spider-sense hit him full force forcing him to dive out of the way when a giant green goliath burst through one of the tunnel walls with the intent of hitting him, rubble and concrete crashed everywhere as the red and blue wall-crawler rolled out of the way narrowly avoiding his head being crushed.

The Hulk roared and reached for him with a clenched jaw but Spidey was fast, he dived between the monsters legs balancing Jennifer in one arm as he let fly another two globs of webbing cementing the creature's giant feet to the floor.

"How did you do that?! You snuck up on me! Me! What are you, half ninja or something?!" he shouted hopping to his feet and making a run for it.

But he really didn't know where he was supposed to be going or what he was supposed to be doing, the Hulk was fast. Incredibly fast, Peter didn't know how fast but he didn't want to stick around to find out. The tell-tale crunch behind him set his spider-sense off once more as Spider-Man flipped into the air dodging a large piece of train track that had been thrown.

_He's gonna bring the tunnel down around us if he keeps this up! What does he care? He'll survive, me? Not so much._

Peter mused silently as the Hulk struggled to tear his way out of the stronger than steel webbing, "Okay… I—I can't think—I need… I need to get her to some place safe! I need more time! I need Thor or something!" he shouted to himself ignoring the incessant roaring of his pursuer.

And Spider-Man saw this as an opportunity to put some distance between himself and the enraged scientist, sprinting at top speed with a determined look beneath the red mask it wasn't long before Peter came across a lone subway train. Predictively the lights were out and the condition of the train was found wanting but it still looked to be in one piece, it was the perfect place to hide his sleeping charge.

His superhuman senses had begun to pick up whispers, "Look! A light's coming this way!" the voice of a male spoke.

Another voice rang out, "Oh thank God! I knew they'd come for us!" this one a female tone.

But as he drew nearer he could practically hear the excitement and relief drop, "Is that—is that who I think it is?" Peter smirked slightly.

He leaped through one of the smashed windows carefully shining his search light on the mass of frightened civilians, "Is everyone is okay? Nobody's hurt, right?" Peter asked drawing hesitant but surprised shakes of the head from a few people.

Spider-Man gently placed Jennifer down on the cold floor before somebody got is attention, "Hey! Spider-guy, it's my girlfriend! She's hurt!" a clearly panicked teenager told him as he parted his way through the small sea of people.

Peter nodded following the man, "Well let's see if I can help her out. Can you guys watch her for a second? She's—I don't know how hurt she is but just make sure she's comfortable, I need to get you all out of this as soon as possible" he practically begged prompting an elderly woman to nod in response and kneel by Jennifer's side.

"Thank you" Spider-Man said before turning his attention to the hurt teen on the floor leaning up against the metallic wall of the train.

Peter knelt down to see that her leg had been cut rather deeply so it was nothing he couldn't handle, "See? I told you it was the Spider-guy" the boyfriend of the girl muttered to her receiving an annoyed 'shut up' in return.

"It's Spider-Man" the girl corrected drawing a roll of the eyes out of her partner.

The girl held out her hand enthusiastically despite the slight pain she was in, "I—it's so cool to meet you Spidey… like you have no idea. Names Anya Corazon, just ignore the idiot next to me" Anya introduced herself with a grin as her boyfriend huffed.

The girl was a little younger than Peter, her light chestnut hair was held in a long ponytail and her hazel eyes were full of childish glee. The boy smiled beneath the mask once he heard her compliments, it was a nice change of pace to be greeted with a handshake and not a loaded gun.

Spidey shook it firmly, "Thor. God of Thunder, I like to dress up as Spider-Man from time to time to score with the ladies" he joked drawing an amused smile out of Anya.

His gloved hands gently glided around the girl's exposed cut, "Now this might sting a bit but I'm going to seal the cut with a little bit of webbing" he warned as Anya braced herself and nodded firmly for the go ahead.

Thwip!

"Aggh! I—I thought you said it'd only sting!" Anya cried out as a small tear escaped her eye.

Peter frowned, "I lied. But it's better sealed up than open to the air where it's in risk of infection, sorry kid… I don't have any lollipops" he mocked before helping the girl to a nearby seat that surprisingly hadn't been evacuated.

An old man and his wife were packed in with a bunch of other people and by the clearly distressed look on his face Peter just didn't have the heart to tell him to move, besides where would he have gone? The train was full, there was barely any room to stand let alone sit and everybody was on edge. He really didn't need to disrupt the calm silence because in those kinds of situations silence and intelligent behaviour was sorely needed, panic however was not.

Instead he spun her a seat of webbing… kind of like a swing, "Have fun" Spidey shortly said before placing her down and turning to leave.

"Hey! Wait a second! Where do you think you're going?!" yet another man rose from his seat and pointed at the wall-crawler.

Peter turned and raised his eyebrow, "Believe me… you don't wanna know" he smarmily replied turning once more to climb out of the window he entered.

But the answer it would seem was not good enough, "You expect us to just sit down here and wait to die while you run off like some little coward?! Well I'm no idiot, I want off this train!" he shouted before starting for one of the sliding doors.

"I wouldn't do that if I were you" Spider-Man challenged just as the guy rested his hand on the doors with the intent of prying it open.

The man threw him a disbelieving look, "Yeah? And why's that?" he inquired before putting his all into opening the doors.

Spidey clicked his tongue, "Because the Hulk's running around down here but what do I know. I'm just some little coward, right?" he calmly pressed as the man stopped dead in his actions and all eyes were on the vigilante.

Peter watched as the man backtracked slowly to his seat, "That's what I thought. Look I know I'm not the public symbol for trust and I know it's asking a lot but please, stay put. You'd only be in more danger if you left the train, here you're in the dark where he can't see you nor is he interested in you and if you keep quiet then he won't hear you. Me? I'm not so lucky" he joked rubbing the back of his head.

Anya spoke up, "What are you gonna do? Fight him? I'd pay to see that" she absent mindedly said.

Spider-Man shook his head, "Thanks for the vote of confidence. I'm gonna try and calm him down and it will be a lot easier without me having to worry about you guys so the plan is to distract him, in case it doesn't go well just stay put. They'll be someone along to help you guys out, I promise. Ma'am, if you could keep her head cushioned that would be fantastic" he said directing the last part to the elderly woman taking care of Jennifer.

He was about to leave before he remembered something, before he came along they were standing in complete darkness and to let them be plunged into it once more would only escalate the problem.

_I am so going to regret this._

Peter thought before swallowing and headed back over to Anya, "Here. My own personal handy dandy night light, keep everyone calm and in the light. I'm counting on you" he spoke in a hushed tone whilst removing the light from his utility belt.

She smiled and gave him a mock salute, "Aye aye captain" she replied taking the small search light from him.

Spider-Man nodded back to her and without any further distractions departed the train though he would have rather been somewhere else entirely, he wasn't necessarily scared of the dark but man did it make him feel alone and isolated.

What was worse? The fact that he had lost his only advantage, the gift of sight. Fighting the Hulk was crazy and suicidal enough but fighting the Hulk blind?

_I must really have a death wish._

The teenager thought as he carefully made his way through the long tunnel trying to find his way back to where he had left the Hulk, luckily his spider-sense seemed to warn him whenever he was about to walk into a wall or trip over one of the train tracks but they were trivial things compared to what was running around within the shadows.

Peter felt like he was Theseus and the Hulk was the Minotaur, the subway of course was the labyrinth. He found his thoughts wandering to that of his school, his teachers and the subjects he had learnt. Then eventually they manifested into the glowing form of Gwen Stacy, someone Peter couldn't live without.

Was she even aware of his current predicament? Should he have call her?

Spider-Man pulled up the torso half of his red and blue costume to unclip his cell phone from his silver utility belt, "Oh man… 17 per cent. I should have headed home and charged this thing" Peter thought as he inspected the small bright digital screen.

Indeed the boy had been out all night and had only just got back into the city, while sleep seemed like a luxury he couldn't afford Peter needed it badly. But as the vigilante's thoughts raced he happened upon the scene of his very brief confrontation with the Hulk stepping on a small piece of luminescent webbing, Peter studied the strong fibre and glanced about cautiously.

There was no sign of the Hulk, at least to his knowledge. And not a single green hair was found, was that a good thing or a bad thing? The web-head narrowed his soft brown eyes behind the mask, there was no way the large behemoth could have simply disappeared.

Peter sighed because he knew he couldn't have just let the Hulk escape, he couldn't have just let Doctor Banner rampage through Manhattan.

_I'm probably gonna regret this, probably._

"HEY DOC! YOU IN HERE?! I'LL COUNT TO TEN! ONE… TWO… TEN! READY OR NOT, HERE I COME!" Spidey called out as his energetic voice resounded and echoed through the tunnels.

But as stated earlier, the Hulk was fast. Two large fists came down right behind Spider-Man fast enough to completely shadow his spider-sense and he went flying into the air, he twisted his body attempting to stick to the ceiling but came up short as he crashed into the rock hard surface. Letting out a pained yell as his lip burst inside his mask Peter was gripped by the leg, hard.

A crunch was definitely heard but Spidey however was being smacked against the walls of the tunnel harshly, head trauma was certainly imminent. Peter braced himself as the Hulk finally let go and threw him into one of the tunnels supports beams, the boy struck his back with a grunt but stuck to the metal surface using his feet.

"My turn" he stated before he launched himself at the giant green form.

The Hulk gripped Spider-Man in mid-air and forced him back to the ground denting the rock hard surface with his back, "AGGH! Hey! I said it was my turn!" Peter struggled to get out before he was flung like a stunt dummy tumbling to the floor some distance away from the jolly green giant.

_This isn't even a fight, this—this is an extermination!_

Spidey thought meekly as he sprang to his feet but stumbled slightly with a painful wince, his leg had been injured quite badly. The web-slinger stood firm as he rubbed his leg profusely all the while the Hulk approached him not showing a hint of fatigue or injury, Peter frowned and let a sigh escape his lips.

_I was really starting to enjoy this whole Spider-Man thing too._

More bitter thoughts ran through his head and he couldn't help but agree with them, how he could he beat the Hulk?

Just as he was desperately trying to come up with some kind of plan a noise Peter sorely needed to hear filtered through his communicator, truthfully he was surprised the small device hadn't been smashed yet. Stark sure built them to last…

"Webs! Are you okay?! Repeat, are you okay?! God, I hope you're not dead" the surprisingly concerned voice of Tony Stark entered his ears and Peter took a deep breath to respond.

He backed up a little trying not to hop on his bad leg, "I'm all right. Yeah, I'm fine. Just… you know… fighting the Hulk and everything, how was your day?" Peter questioned not even finding the energy to smirk.

Peter gathered his strength as the Hulk went to step on him throwing himself up the giant's knee to kick him in the face, "Good. That's good, just try to stay alive a little bit longer. I'm tracking your communicator so I'm on my way, and so is Fury. I got the guy we were following—!" the man was cut off as Peter replied.

"Tell me later, I'm a little busy at the moment!" he retorted dodging a large swat of the hand from the Hulk as his previous kick had done nothing but make the gamma monster blink.

Tony raised both eyebrows but nodded nonetheless, "Gotcha. Hopefully I can give you some back up when I get there, just… don't die" he subtly ordered.

Spider-Man nodded but slammed his eyes shut as a fist caught him in the face literally tearing the lower half of his mask off, blood leaked from his mouth as he was sent sprawling across the floor by the sheer force of the blow. Peter had never been hit so hard in his entire life, not even the Lizard or Sandman had come close and they were much stronger than he was.

"Jinx" Peter breathed out as he found himself devoid of all strength.

The Hulk lumbered over to the downed arachnid, "Puny bug" he stated with a much deeper twisted version of Doctor Banner's own calm and quiet voice.

And then Peter saw it, saw what may have ended his life. The Hulk's enraged green eyes seemed to glow with hatred, pure anger directed at only one person in particular. The beast thundered his bellow filling the tunnels and Peter lifted his head just high enough for his spider-sense to scream, a backhand caught him directly below the chin and he sailed through the dark because of it.

Spider-Man crashed into a wall with a startled yelp, bricks were loosened and came falling to the floor with him as he crumpled to the flat surface. He wasn't sure how long he could keep himself alive let alone conscious, but Peter had to figure whether or not the Hulk had been so focused on fighting him that he didn't even know his cousin was hurt.

A few precious seconds of not being pummelled and Spidey found himself being lifted into the air by two large and very uncomfortable hands, his cracked white lenses were staring blankly at the disgruntled green visage in front of him.

The Hulk exhaled blowing a bunch of air out through his nose as he narrowed his eyes at Spider-Man, "What? You gonna—you gonna kiss me or something?" the smart remark left a confused look on the beast's face but Peter figured he had nothing to lose.

He reared his right fist back and let one fly, the hardest and most energy depleting punch he had ever thrown. And miraculously it had some effect, Peter's eyes widened slightly as the Hulk stumbled back with an irritated expression painted across his features.

Spider-Man's lips twisted into a disheartened frown as the Hulk grit his teeth in anger, something the Hulk could see given the fact that Peter's mask was just barely hanging on concealing only the top half of his head and a small part of his nose.

"AGGGHHHH!" Spidey screamed as a vice wrapped itself around his back.

The next thing Peter knew was pain, pure screaming white agony racing up and down his spine as the Hulk squeezed him for all his worth. With the brutes arms trying to snap his spine Peter held his own limbs firm trying with all of his might to pry them off of him, he placed his good leg on one of the Hulk's ribs and pushed down with what force he had left in his body.

Noticeably the angry green machine faltered and it gave Peter enough time to lash out like he had never done before dazzling the Hulk's face with a flurry of stinging jabs, every now and then he got a clean right cross in there but unfortunately it had little to no effect on the walking tumour.

_Gotta—have to try to talk him down—don't know how long I'm gonna last._

Peter struggled as the Hulk's grip tightened, "UGGHH! Doctor Banner! I—I know you're in there! Come on! Just—just fight it! Fight the anger! Your cousin needs you!" he shouted and screamed trying to desperately talk the big guy down.

The Hulk grunted as he stared off into the darkness all around them subtly remembering someone close to him, "Jennifer…" the large shadow of a man muttered.

Spidey nodded, "Yes! Jennifer needs you! You have to be bigger than this! I know you! You're a good guy! You helped fight off an alien invasion! Nobody would be here if it weren't for you, just—please you have to stop! I—I can't—move—I 'm not strong enough!" his energy failed him as he shut his eyes and strained to keep himself alive.

_I only get one shot at this._

The Hulk blinked not knowing what it was he should have been doing, just one look at Spider-Man and his anger skyrocketed to dangerously fatal heights but when his thoughts shifted back towards his cousin his green eyes softened. And somewhere deep inside that cesspool of anger, guilt and self-isolation Bruce Banner awakened.

_No going back, Uncle Ben… I hope you're up there somewhere because I'm gonna need some help with this one._

Spider-Man felt his grip loosen a great deal and seized the opportunity to shoot out a web-line towards the floor beneath them, time stood still for a moment as the enhanced adhesive connected to the third rail of the tracks. A white hot flash of blinding light and the two combatants exploded away from one another, the Hulk crashed through yet another one of the tunnel's walls as Peter writhed and twitched through the air and into yet another large metallic beam.

* * *

Outside of Grand Central Station

Sirens wailed, citizens screamed and officers conversed amongst themselves as the scene outside of the famous New York landmark was anything but orderly. Chaos, destruction and death filled the air pushing people closer to the edge while some went completely over. Detective Jean DeWolff was among the former...

"I don't like this, they've been in there way too long" Jean voiced her concern to her fellow officers as she waited in front of the New York subway terminal with her firearm by her side.

It had been around an hour and there was still no sign of neither Spider-Man or Iron Man, the woman was beginning to get anxious. If two superheroes that saved the city couldn't deal with the problem then how was she supposed to? It was all very disconcerting, the world they were living in.

Gods were not mere myths anymore and instead flew around like it was the norm, a super soldier from World War Two had woken up to the modern day world and a guy in a red and blue costume could stick to walls and perform a stand-up routine at the same time.

An officer whisked the woman out of her thoughts, "Why don't we back them up Ma'am? Provide assistance where it's needed" he inquired as Jean was slowly starting to consider the option.

It wasn't long before her thoughts were out on hold once more as a voice crackled through her police radio, a voice that couldn't be heard by the surrounding police officers as Jean kept the call to herself. But it was safe to say she didn't fully believe what was going on, apparently someone else had taken control of the case and Jean was being relieved of duty.

The woman was beside herself, "S.H.I.E.L.D? I've never even heard of them, just who the hell managed to arrange something like that?" Jean muttered.

* * *

Inside Grand Central Station

"Kid, you alive down here?! Spidey?!" the sound of Tony's filtered voice ever so slowly growing in volume fell on deaf ears as nobody was standing to hear it.

The Iron Avenger landed on the floor loudly as he surveyed the scene, the track had been torn up and the walls to the tunnel had been torn down. There was quite a lot of stained red patches dotted about here and there and he found his brown eyes following them to a smoking figure lying on the ground. Suddenly fear gripped his heart rendering him unable to move, Tony didn't want to have to find a body. He really didn't, not so soon.

The red and blue form was covered in cuts and bruises, gashes and bumps and the costume was just barely clinging to Spider-Man. Blood matted his thick brunette hair, the small tufts Tony could see of it anyway and one of his legs looked severely injured.

Iron Man forced his way past the fear and ran to the boy's side as fast as his heavy armour would allow, "Vitals. Get me his vitals. Tell Fury to hurry up, tell him to get down here now. Send anybody, just do it now" a short and noticeably quiet 'yes sir' later and Tony was looking at the boy's readings.

Peter's heart had stopped, and Tony's mind went into overdrive. Thinking on his feet Tony ripped the plating off of his right arm tearing out any and all wires he could find, his weapons system went offline but at that particular moment he simply didn't care. There was no sign of the Hulk and even if there was nothing was going to stop Tony from saving the kid's life, absolutely nothing.

He carefully took a long wire and snapped it in two sparking them together for a short moment if only to be absolutely sure they worked, being mindful of Spider-Man's injuries Tony ripped the torso half of his red and blue costume open not even stopping to admire the boy's pretty impressive utility belt.

"Come on kid, I swear if you make it out of this I'll give up drinking" Tony muttered to himself not actually sure if he could keep his word… he would definitely need something to drink after this.

Not bothering to shout 'clear' Tony touched the two wires to the boy's chest gaining a small jolt out of the body only for it to fall back into position on the cold floor, "God damn it!" he shouted tearing off the red titanium gauntlets of his armour.

With his bare hands Tony pressed carefully on Spidey's chest in a rhythmic pattern of three before he tore his helmet off and cupped the kid's nose, not even hesitating he breathed as much oxygen as he could into his lungs doing his best to bring him back.

"Tony?" a painfully recognizable voice entered his ears but Tony didn't take his worry filled eyes off of Spider-Man.

Instead he touched the two wires together once more repeating the process he had started with, "Just stop Bruce! Stay back!" Iron Man screamed with fear and determination glistening in his eyes.

Bruce Banner stumbled to his feet covered by nothing but tattered trousers and sweat, he had no idea what had happened. Recent memories of speaking to his cousin Jennifer Walters and then meeting her at Grand Central Station began to fill his mind, and then an explosion that shook the ceiling above him as he and Jennifer stood on a subway platform.

_UGGHH! Doctor Banner! I—I know you're in there! Come on! Just—just fight it! Fight the anger! Your cousin needs you!_

_Yes! Jennifer needs you! You have to be bigger than this! I know you! You're a good guy! You helped fight off an alien invasion! Nobody would be here if it weren't for you, just—please you have to stop! I—I can't—move—I 'm not strong enough!_

The scientist shook his head, a vaguely familiar voice was all he could recall. But the sight before him made everything painfully clear, once again Bruce had lost control.

"Oh God… is he—?" Bruce cut off as he approached the two superheroes slowly.

Tony frowned as sweat poured off of his brow, "He's gonna be fine. Just—just stay back and calm down, I really don't need you to get all emotional right now" despite the situation he cracked wise.

Oh how wrong had he been about the vigilante…?

"I am not going to let a child die on my watch! You're coming with me back to the tower and we're gonna laugh about this and build science-y stuff!" Tony exclaimed once again pressing down on Peter's chest in bursts of three.

A few feet away Bruce leaned tiredly against the brick wall of the tunnel, "You knew? You knew how young he was?" he shouted out questioning his friend.

Tony balled up his fists after he gave Peter CPR once more, "Of course I knew! I'm the smartest person on our team, besides you of course! I just—I was too focused on the wrong things, I should have been more concerned about his well-being!" he bellowed back as genuine horror shook his very core.

"I—where's Jennifer? I haven't—is she okay? I didn't harm her, did I?" Bruce questioned glancing around the dark subway tunnel in a panicked state.

Tony shook his head, "I'm not sure. Last I heard the kid was protecting her, you just better prey she's all right Bruce because I'm not sure I can take any more bad news today" he warned earnestly.

Bruce stood silently as Spider-Man would not move, he hadn't moved for around a full minute and Tony grit his teeth in sheer anger. Everybody was right, he was irresponsible. The playboy billionaire who didn't care about anybody but himself had let so many people down in his pampered life, he had made enemies and lost friends but he had never let a child die.

And he really didn't want to add it to his long list of mess-ups, "Stop screwing around and get up!" the genius roared as he brought his fist down on Peter's chest hard.

The reaction he got was a surprising one as Spider-Man's heart suddenly kick started and he shot upwards gasping for oxygen like his life depended on it, and in all honesty it did really. Tony's eyes widened and his mouth fell agape as Peter clung to him for all his worth, the man shook his head forcing himself back into reality and quickly held the teenager keeping him calm.

"Easy kid, I've got you. You're gonna be fine" he couldn't help but laugh at the end of the sentence.

Spider-Man's cracked white lenses stared back up at him as Tony lowered him to the floor gently, "Did—did you… just kiss me?" his youthful voice was a welcome sound to the Avenger as he chuckled lightly.

"Yeah, but I also saved your life. Thank me later over a couple of drinks" Tony remarked as Peter absent mindedly wiped his mouth but struggled to stay awake due to his injuries and fatigue.

Spider-Man nodded with a tired smile, "Jennifer… I left her on… train full of people… is—is she okay?" he breathed out as Tony placed a relieved hand on his shoulder.

"She's probably fine kid, we'll search up ahead and get them out but first things first. I'm getting you some medical attention, no muss no fuss" he stated mirroring the younger hero's equally exhausted expression.

Peter started to get up slowly mindful of his bruised and beaten body, "Yeah… thanks. Let's just—just agree to never tell anybody about this, like ever" he stated using Iron Man for balance as the Avenger looped his arm around his waist.

Tony grinned, "What about Bruce? He saw the whole thing you know" he said motioning to the man aiding his cousin some distance behind him.

Spider-Man faltered slightly at the mention of the gamma expert, "We could always hide the body. Say he caught—ugh—the first flight out of New York" despite his troubled thoughts over the prospect of almost dying he kept the humorous front up.

And Tony was grateful for it, he wouldn't have been able to live with himself had something happened to a boy so much like him. Iron Man wasn't particularly fond of kids, especially teenagers. But there was just something about Spider-Man that brought out this whole other side of him, maybe he should talk to Pepper about the prospect of having a child.

Sources of light suddenly made themselves apparent from one end of the tunnel drawing nearer and nearer to the trio, "That must be S.H.I.E.L.D. They'll handle it from here, come on. Let's get you patched up, if you want I can pick up some ice cream on the way" Tony joked as Peter shook his head.

"Shut… up" he forced out not even sure if he wanted to stay conscious anymore.

A sweat ridden Bruce stumbled over to the pair struggling to keep his shredded pants above his waist, "I'm sorry… for everything" he genuinely apologized averting eye contact with the battered teenager.

Spider-Man shook his head and waved off the apology, "It's fine… just promise to never do this again. Now how about we start over? I'm Spider-Man, big fan of your work" he complimented shaking Bruce's hand weakly.

The gamma expert gave a grateful smile as he accepted the boy's offer, "I'm glad you're all right. Tell me, is Jennifer safe? I don't remember much" he admitted as Spidey cocked his thumb behind him.

"She's on a train, just—just uhh… that way. Oh geez, I—man I'm tired" Peter struggled to continue as his vision slowly blurred distorting the images around him.

Tony held him on his feet, "Spider-Man? Spidey? You okay?" he questioned hoping he wouldn't have to repeat his actions from earlier.

Peter merely waved a hand in front of his face, "I—I'm fine… totally… like I could go for another… ten rounds" he drawled before going limp in Iron Man's arms.

Bruce quickly took a step towards the two checking the web-slinger's pulse, "He's just unconscious. He must be exhausted, and you don't look so good either. How much have I missed exactly?" he inquired as Tony hoisted Peter over his shoulder.

"I'll explain later, come on. Let's get this whole mess cleaned up" the billionaire philanthropist said taking heavy steps towards the approaching S.H.I.E.L.D agents.

* * *

Manhattan—Avengers Tower—Upper Floors

Blackness surrounded his body as well as soreness and fatigue, he felt terrible. So terrible that all of his previous nights of fighting crime and the occasional genetic experiment gone wrong seemed so frivolous by comparison, what had happened to him again?

Peter slowly rose from his slumber groaning as he nursed his king sized headache, the word headache didn't really do the pain he was in justice. His eyes were sore and sensitive as a wave of blinding light hit them full force, Peter raised his arm to cover his sight in response but quickly felt a jolt of pain zip up his ribcage.

But as his brown orbs adjusted to the change in light he noticed that half of his vision was still darkened, his jaw ached considerably and he noticed that he was covered in bandages. All of them wrapped with extreme care, but covered in dried blood stains. Peter hummed to himself as he swung his legs out of… the bed?

Looking around he noticed he was in a very expensive looking room, soft silk sheets lay across his lap as he looked down and Peter couldn't help but widen his eyes when he saw that his costume was indeed gone. Reaching up to touch his face his manic thoughts were realized when he couldn't feel fabric or large polarized lenses, his fingertips grazed bare skin.

And man was it tender, he felt around his eye only to realize that it was swollen. What had happened to him?

However before he could answer the question the door to the unfamiliar room swung open and Peter couldn't even move to hide himself, "You awake in here? I have bacon, lots of bacon" and it was none other than Tony Stark.

Peter froze as Tony set the plate down on a nearby bedside table, "Good. You're not dead, that's fantastic" he greeted taking a seat in a lone leather chair across from a dumbstruck Parker.

The inventor studied the boy with a sigh as Peter remained silent, "I know that look and that's a look that says 'what did I smoke last night?'. Listen kid, you have nothing to worry about. We're both friends here, okay?" he said with a friendly tone.

The only thing Peter could do was dumbly nod, "And uhh don't worry about your suit. I've taken the liberty of making you a new one, I mean spandex… really? Did you want to get stabbed? I didn't undress you either, I'm not really familiar with the rules on that so I had Pepper do it for me. She was impressed by the way, said you fill out that costume nicely" Tony snickered as the brunette raked a hand through his messy hair.

"I'm kidding, all right? I'm trying to be friendly here, I mean come on I saved your life the least you could do is throw me a smile" Stark stated as Peter tried to wrack his brain for some words.

But no words came, he felt totally and completely out of his comfort zone. It was amazing that when wearing the mask he could adapt to any given situation but when caught without it he was like a deer caught in the headlights, but Tony Stark was okay… right? He was an Avenger, of course he was okay. So why was Peter worrying?

Shaken from his thoughts Peter began picking at his bandages, "Regardless I'm glad you're okay. You scared the crap out of me kid, which is something I don't admit easily. Just ask Cap or Bruce" another half-witted attempt at striking up conversation was made by Tony.

Peter nodded, "Thanks for the info. You get the guy?" he muttered as his voice cracked slightly.

He grinned back at Peter, "Oh I got him. Believe me, some guy named Mark Allen. He's already been interrogated by Fury, he didn't say much though. I'm not even sure he remembered what day it was let alone what happened to him, guy was like some kind of human torch" Tony commented absent mindedly.

_Human torch? Has a ring to it, I'm keeping that._

Peter though discreetly, "Interrogated? Already? How long was I out?" he pressed tiredly.

Tony quickly checked his watch, "Three days, two hours and thirty six seconds. Couldn't take you to a hospital so I brought you here… Peter" he hesitated as he uttered the name but took note of the teenager's reaction.

Peter suddenly became aware and coherent, "So I guess the cat's out of the bag huh? Who else knows?" he questioned being oddly calm with another person knowing who he was.

Stark smiled as Peter seemed to take it well, "Just me and Pepper. Everyone else is off doing stuff, and Bruce… well he's at the hospital with his cousin. Something about a blood transfusion, she's fine though and it's all thanks to you kid. You really surprised me, going up against the Hulk? That's Thor territory" he leaned over and nudged the teen's elbow with a smirk.

The vigilante brushed off the compliment, "Thanks… I guess. Wait… did you say three days? Three days?! I—she's gonna kill me!" Peter suddenly changed his tone from calm to absolutely hysteric.

"Peter, calm down. Nobody's gonna kill you, I found your cell phone and made a few calls. Your girlfriend is a very reasonable young woman, speaking of which" Tony subtly added motioning to the door as it opened.

"Gwen?" Peter asked the shock present on his face as the girl in question stepped through the door with a relieved smile.

Tony stepped away from the pair as Gwen took a seat by Peter on the bed, "I'll just leave you two alone for minute… no funny business while I'm gone" he mocked his face disappearing behind the door he had entered leaving the teen's alone for the time being.

As soon as the door creaked to a close the first thing Gwen did was wrap her arms around her boyfriend's neck, "What is it with you and life threatening situations?! You could have died Peter! I—I had no idea where you were!" the blonde teenager leaned out of the warm and comforting embrace and looked him square in the eye.

Peter rubbed the back of his head, "Well the Hulk was playing whack-a-mole with my skull" he joked whilst his spider-sense already warning him of the inevitable punch to the shoulder.

Gwen was furious, "Sometimes Peter—I can't even look at you right now. Mister Stark already told me what happened to you, you died for a full minute Peter! How can you just sit there and joke about it?!" she demanded her blue eyes almost glistening with tears.

The brunette grabbed her trembling fists gently, "Hey… it's okay. I'm all right, see? I know I messed up Gwen, I shouldn't have gone up against someone like the Hulk but I had to do something. I couldn't have just stood idly by and done nothing, the last time I did that—well you know what happened" Peter finished carefully with downcast eyes as he felt her soft delicate fingers escape his hands and stroke his cheek.

"That wasn't your fault, and I really wish you'd stop blaming yourself but that doesn't mean you can jump into situations head first. It'll get you killed, it has already" his angelic girlfriend advised as Peter scrunched up his face.

He replied, "Well maybe I should just stop. If all I'm gonna do is get myself killed then why bother, right?" Peter questioned rising from the bed to stand for the first time in three days.

It took him a moment to find his legs but once he did he felt gingerly comfortable, "I'm not asking you to stop. I know you can't, I just want you to be more careful. Why is that so hard? I don't want to lose you Peter, I just—I just can't" steady streams were flowing from her eyes as she rose to meet her boyfriend's conflicted gaze.

The Queens born hero encircled his arms around her tightly paying no heed to his injuries, "I'll try. I swear, but I can't stop this. They need me, I don't care if it takes them a hundred years to realize it. Nobody gets hurt when I'm around, nobody loses somebody like I lost my uncle… like you lost your father. That's what being Spider-Man is all about, it took me a while to see it but I know that now" he finished resting his chin on the top of her head.

Peter breathed in taking in the savoury scent of coconut and lavender, "Does my aunt know about any of this?" he asked as his eyelids slowly closed themselves.

Gwen shook her head still buried deep in his chest, "I told her you were staying with me for a while. It was a little awkward, especially when she started lecturing me about safe sex" she chuckled slightly her cheeks glowing a warm tint of red.

Peter smirked, "Oh you poor thing. I know first-hand how terrifying my aunt is, I'd rather fight a thousand Hulks than go toe to toe with her on a bad day… that's just suicide" he mocked rubbing the girl's back affectionately.

Gwen however did not move, "Just be quiet for a second" she just wanted to hold him for a moment or two because she knew that despite his injuries he would be mobile fairly soon.

Peter Parker was a stubborn piece of work, "Yes Ma'am" he muttered complying with one of the few people that could silence him with minimal effort.

As the two stood in the room for what felt like hours they were unaware that a pair of eyes had been staring at them through a barely open door, Tony Stark and Pepper Potts smiled fondly as the couple basked in each other's presence. It was something so simple yet out of this world beautiful and the two were fairly familiar with it, young love was such an exciting moment in anybody's life but it was very rare that a first love would turn out to be a true love. Soul mates as it were, but gazing at the scene unfolding between the two Tony and Pepper could feel the connection they shared.

Something they themselves had experienced, stealing a kiss from the CEO of Stark Industries Tony whisked Pepper away from the guest room hand in hand leaving the young couple alone and to their privacy. Tony just hoped that they had taken him seriously when he had said 'no funny business'…

* * *

**Author's Note:** So we're ending on a drastically different note compared to the last chapter, nobody's trying to kill Peter and for once he can just relax for a little bit with someone he loves by his side. It never stays quiet for too long though, does it?

I hope I did okay with this chapter, I was debating with myself whether I should have changed a few things or not so if there's anything that didn't work or anything you guys didn't like just let me know and I'll work on it.

But what's going on with Mark Allen and the mysterious subject of Extremis? And Tony finally knows! Though you'll have to wait for some Tony and Peter interaction as the teenager recovers in the halls of the Avengers Tower, and then there's Bruce and Jennifer. I wonder what will happen next, it's all very exciting isn't it? Until next time!


	13. A Bite

**Author's Note:** So much love! I have to thank each and every single one of you for reading this story, I've really poured everything into it and I think it's paying off. I see that you guys enjoyed the last chapter and hopefully you'll like this one too, there's like seventy five million (exaggeration) different things going on and I haven't even scratched the surface yet. There were a lot of reviews for last chapter and I always feel obligated to reply to such supportive people so here we go:

**aspiringactor:** Yeah, there's a definite possibility Jen will develop a few anger management issues of her own. How is she going to be able to manage that and her job? With Bruce's help of course! And thanks, I just figured it'd fit well together whilst not changing too much. Peter will find out just how he knows Mark later on in the story, as for the timeline, it takes place before Iron Man 3 so you won't be seeing Tony for a few chapters after this one. I promise you, Thor will return to Earth. I've been trying to think of a way to make that happen, and I've actually already thought of a small story arc concerning Clint and Natasha returning from their mission in Europe.

Anya may well come back, and Peter's going to have a hard time accepting someone so much like him under his wing when he himself is fairly new to the hero thing. As for the ages, Anya's fifteen and Peter's seventeen going on eighteen in a few weeks now actually. Birthday time!

**inspibrain101:** Thanks so much, I'll try and keep up the quality.

**Dragonskyt:** Thanks, it was insanely fun to write. And Tony just doesn't want to see someone so young and full of potential die so early, as for the internship thing, I've already done that with Doctor Richards but Tony doesn't know that. Thanks for reviewing.

**Sarekkandarikulover:** I'll try not to kill you, but the Fantastic Four are right around the corner. Like right after the next chapter, Spider-Man will meet a super powered Johnny Storm and well, it ain't pretty. As for Deadpool, remember that Logan thought someone was following and he mistook Peter for the guy that was tracking him? Yeah, well let's just Wade is somehow involved in all of that.

**Lord-of-Walruses:** Thanks, I tried to keep it low key even in the story. It's safe to say they're gonna be surprised when it does happen, well maybe not Bruce.

**SeanHicks4:** You and a lot of other people, she'll be making a big splash very soon.

**JohnTitor:** References! They're everywhere! I think it's fun to put a little something in there at least indicating to a future appearance, but sometimes it's fun for them to just pop up out of nowhere. And Spidey fought the Hulk, believe me nobody is going to forget that any time soon... especially Peter.

**Kosmic:** Thanks, I was aiming for amazing :)

**MonkeyFish997:** As I said, there's so much stuff going on I have to remind myself every now and then that things are happening. Thanks for reviewing.

**Faliara:** I'm sure they did, they probably did... right?

**Superemopowerz:** Human Torch? Who's the Human Torch? Peter just thought it'd be a pretty cool superhero name, there is no Human Torch! It's a conspiracy!

**cabrera1234:** Despite her admiration for Spider-Man and superheroes in general, I always got the vibe that she'd want to be a little independent. You know, differentiate herself from Spider-Man and try to build her own reputation. But because of their shared moniker, Spidey might feel like he's owed a little something for coming up with the name himself. Spider-Woman and now Spider-Girl, compensation anyone? But all jokes aside, the Avengers will notice superheroes continuously popping up around them and they may well just have to do something about it. They wouldn't want most of them to be influenced to do the irresponsible thing with their powers now, would they?

**skidney:** Thank you!

**Logan GC:** Thanks, but did you see the Hulk in the Avengers movie? The guy was an animal, he fought Thor to a standstill. Spidey's tough and fast but there was no way he was beating the Hulk head on, that's why he uses that big ole' brain of his. And yeah, Anya's there. She'll be appearing again, because she's awesome. The dialogue between Tony and Peter is challenging, Tony's kind of flippant with his jokes whereas Peter is snide and sarcastic. Tony's subtle but Peter makes you want to hear what he has to say, it's a beautiful thing.

**birdy:** Interesting, I was just thinking about that.

**Tacodestroyeravenger:** I gotta be honest with you, before reading your review I had no idea what Psych was. Something to do with a guy who say's he's psychic? So yeah, it was just coincidence. As for Thor, I think you're reading a little too much into it but he will be appearing soon. When I make a reference I try to make them apparent to the reader in a way that's subtle but stands out so you know what to expect, I'm glad you're getting into the story though!

**xan-merrick:** I'm very glad!

**Pandora the Ghost Elf:** Peter will never know how intense Tony got, unless Bruce tells him. But yes, She-Hulk. I couldn't not have her pop up at some point, she is a pretty important character and she's one of the few (well not few, a lot of people hate Spidey) but she's gotten to know him and she still barely likes him. The only similarity between the two is that they quip when fighting (Spidey more so than She-Hulk), it's just when together Jen can't stand Peter. That might make for some interesting interaction.

**Intelligent Magic:** Fast isn't the word, sometimes I feel like I can barely keep up :)

**highlander348:** Thanks for letting me know, I'm fully aware that Aunt May isn't dumb. I actually covered way back at the start of the story, I think the second chapter that Peter was suspicious of her knowing something but she wouldn't say what. She's waiting for him to tell her himself, but before that happens her patience may very well ware thin.

**DrOdd:** That's story's actually finished, I did say that when and if I got around to starting a second one it would be during Peter's time at Titans Tower and then the third one would be him back and fully instated into the Justice League. But right now it looks like this is gonna take up a lot of my time so I'm afraid it's not gonna be for a while, sorry :/

**xXFrostKittenXx:** It's great that people appreciate what I write, thanks so much. I'm putting my all into everything, characters, plots, the length, the works. I like making the characters spark with their own unique personality, Peter's is so upbeat and jumpy that it's going to clash with say Daredevil who's wound tighter than a clock. When I first started this it was just supposed to be a one-time thing but the response I got was so positive and encouraging that I decided to pick it up, I haven't looked back. Here's the next update!

**Shale:** Maybe...

**Book Soldier:** Your wait is over!

**Kyubbiman:** I'm glad you're enjoying it!

**Bookworm Gal****:** Ironically I actually do have a Marvel Encyclopaedia but usually I just use Marvel Wikia, same thing! I think the references and history and other events going on are important because although this universe is a sort of Spidey entered one, tons of other things are happening that really make the story all the more richer. And Hulk versus Spidey pretty much went how I was expecting it, there was no doubt in my mind that Spidey was going to get his butt handed to him but the important thing is that he survived!

**arachne-girl:** Thanks for the kind words, I appreciate it. An Spidey is pretty awesome, right? Well your question is pretty tough to answer without revealing anything but Peter will probably feel apprehensive about telling Johnny because so many people know, Johnny will feel like Peter's hiding something from him and eventually the two will reach a breaking point. You'll have to wait and see...

**Gun toten Girly:** That's absolutely crazy, I've never read anything quite so emotive... especially when it's directed at me. I feel like I owe you something, tell you what, how about I fave you? It won't be enough, I don't even know what to say to something like that. If anything you inspire me to continue this story, the sheer thoughtfulness is unbelievable. And frankly I'm glad I pulled you over from DC, this really is the best place to be. Batman's awesome but he ain't got nothing on Spidey, I will drag you to Comic-Con with me! But seriously, thanks for the review. It has to be the single greatest one I've ever had the pleasure of reading, you're the epidemy of awesomeness and for that I commend you! Seriously though, don't ever stop being so awesome!

**Crystallea1321:** Oh man, hang on a sec. I'm still trying to get over that last review, I feel like I have to punch a wall or something to regain some of my masculinity. Oh, hello again! It's absolutely fine you've been MIA, I'm not much of a reviewer myself... I'm lazy. Peter against the Hulk was sad, but still pretty epic though. It'll be hard for Peter and Bruce to work past that but the past is the past, plus now Spidey can add surviving the Hulk to his resume (that's like surviving a nuclear blast). And Tony cares, he may not show it but he does. He's just a big softy and he sees some of himself in Peter, it really brings out that caring streak in him. And it pains me to say but I can't tell you about Doom, I can't. It would ruin a big bad but let's just say that Doom unknowingly created his greatest enemies *winkedy wink wink*

**The New Creed:** I know. I know. I know. Pretty epic, right? The interaction should be fun to see, hopefully he doesn't get on her bad side like he did with her cousin.

**Brainyspecsandbo:** I really didn't realize how much that bothered people, did that bother anyone? Well, I've taken your advice... and I actually read you review after I finished this chapter so I had to go back through it and change it. I hope it's better than before, I'm really aiming for quality and quantity so much appreciated. Thanks for reviewing.

Oh man, what did I say? A lot of reviews, I know. I feel so special, it's fantastic. Thanks to you guys this story is growing popularity every day so thanks once again.

**Disclaimer:** I don't own the Amazing Spider-Man or the Avengers or the Fantastic Four in any way, the character Spider-Man and all related content is owned by Marvel and Disney with Sony owning the movie rights. The Avengers and all related content is owned by Marvel and Disney and the Fantastic Four and the X-Men and all related content is owned by Marvel with 20th Century Fox owning the movie rights.

* * *

**A Bite...**

Manhattan—OsCorp Tower—Genetics Department

The manic and overly obsessive figure of Doctor Miles Warren scoured his laboratory in a fit of panic; he really didn't need his superior finding out about his little mistake. But the word little wasn't exactly the correct word to use, more like colossal actually. Flinging papers into the air as he searched his large desk, the man groaned in frustration… he was so fired.

Why was he even chosen? Why not Doctor Morbius or some other genetic researcher? Why was his career suddenly on the line over something so… pitiful, Miles couldn't find the words to explain his predicament. It just… well it simply wasn't fair, all of his work and accomplishments and he was going to get fired all because of one simple mistake?

"You're not looking well Miles" an ice cold voice muttered at the entrance to the lab and it made the scientist's very skin crawl.

He whipped around sweating profusely despite the temperature being extremely low, "Ah Mister Osborn! I was just… well the police only managed to clear out of here yesterday and I've been busy ever since, so I haven't had much time to sleep" Miles feigned innocence, excusing himself for the most part.

Norman glanced around the normally well-kept lab and deepened his frown, if that were even possible, "Quite the mess. You wouldn't happen to be looking for something, would you? Something of extreme importance? Something I assigned to you personally?" he questioned with his hands firmly placed in his designer suit's pockets.

As Norman paced towards Doctor Warren calmly, the genius backed away, "Why—why on Earth would you think that? Of c—course not! I'm not some amateur you employed right off of the street!" he claimed.

The billionaire CEO raised an eyebrow, "No? Then where is it?" the absolute calmness in his voice made the scientist all the more jittery.

"I—I—I… I lost it" Miles bumbled out.

And no sooner than the words had left his mouth did he find an incredibly solid hand wrap around his throat, lifting him inches above the cold floor, "I was afraid you were going to say that. First the delay due to the police and now this? I can't have my work stalling; I trust you know how important it is to me?" Norman inquired staring up at the strained and panicked face impassively.

A quick short nod was given and Norman relinquished his grip rubbing his thumb and fore finger together as Miles struggled for oxygen in strangled breaths, "So we're in agreement. Find the spider, unlock its secrets or explain to me how some moronic idiot in tights outsmarted you. The choice is yours, be sure it's the right one" he casually warned as he turned away from the grovelling form and approached the exit to the lab.

At the last moment he stopped but didn't even bother to face the downed scientist, "Of course we can always just try a different spider. But even then, I'll hire a different scientist. Out with the old, in with the new as they say. Perhaps Doctor Morbius, which reminds me. Where is the good doctor?" Norman dryly added.

Doctor Warren replied without missing a beat, not wanting to aggravate his boss any further, "I'm afraid I don't know sir. He usually keeps to himself but he hasn't been seen for the past two days or so, the door to his lab was also left open which isn't like Michael at all" the man shot off words like a bullet.

Norman's roll of the eyes went unseen, "I didn't ask for his life story. If he doesn't show up tomorrow then consider him terminated, don't fail me Miles" he warned one last time before departing.

Miles just barely managed to get up and keep his balance as he contemplated his task, Norman had ordered him to dissect one of the spiders and find out what part of it gifted Spider-Man with his amazing powers. The assumption was farfetched but Norman was no idiot, OsCorp was housing genetically altered spiders and then a few weeks later the vigilante showed up.

He managed to connect the dots but was unsuccessful in figuring out how the superhero had obtained his powers from the spiders, was he some sort of genius? Of course the elder Osborn had witnessed Spider-Man in action and as soon as the thought was birthed it was immediately dismissed, the man was a buffoon. A childish acrobat who wielded incredible power like… well a child, but Norman couldn't hide the fact that he wanted that power.

And Doctor Warren was simply in the right place at the wrong time, he was dragged into Norman Osborn's selfish pursuit of power and look at where it got him. His normally secure job was hanging by a thread all over the prospect of a spider, why did his employer of all people have to go off of the deep end? Miles just put it down to bad luck, something his life had been riddled with ever since it began.

A short rap at the entrance to the laboratory interrupted the geneticist's thoughts as he straightened his tie, a rather large man with short black hair and brown eyes strolled into the lab after Miles motioned for him to do so. A large black moustache sat on his upper lip as he glanced around the room, it looked as though a small whirlwind had torn through the place not even a minute prior to his arrival.

"Doctor Warren? I'm your one o'clock appointment" the man stated in a thick Mexican accent whilst he adjusted his book bag.

Miles calmed himself down and swept his rather unkempt hair back to the side of his head, "Ah yes. Mister Corazon, I must apologize for rescheduling but I've been rather busy. I'm working on a very important… project, for lack of a better word. I'm sure your expose about funding for local schools can wait at least a few more days" he explained not really sorry at all.

Gilberto Corazon shook his head and raised his hand, "Actually, I'm not here for that. I'm here to ask about the accident that occurred three days ago, the one involving the company's electrician? It's got a lot of people talking" he revealed, shocking Miles slightly.

The man frowned, "So you're just another one of those damn reporters? Lying to see me personally? I wouldn't have expected anything less, but since you're here I'll entertain you. The accident was just as you said, an accident. OsCorp is at no fault in the matter and that is the end of that, now get out and be glad I haven't called security to throw you out" Miles barked, throwing a pointed finger towards the exit.

Gilberto stayed rooted to the spot, "Now why don't I believe you? Maybe it's because of all of the weird things that have been going on within these walls, first the Lizard incident and now this? Pretty coincidental, right? It doesn't take a genius to figure out OsCorp is hiding something, that Norman Osborn is hiding something. A death in his company and he doesn't even issue a statement to the police or the media? I think I'll be looking into that" he slyly added, walking backwards and away from Miles.

The scientist balled his fists in repressed anger, "I'd be very careful Mister Corazon. You're treading on thin ice, Mister Osborn can be a very dangerous man, if provoked" Doctor Warren threatened honestly.

Gilberto raised an eyebrow as he scratched his pant leg, "Is that a threat? Why am I not surprised? People deserve to know what's going on when genetic experiments take place right on their doorstep, the electrician's family deserves to know what happened to him and I'll make sure they do" he finalized, stepping out of the door and out of Miles' field of vision.

Doctor Warren grit his teeth, he really didn't need any distractions pulling his attention away from the task at hand. He would just have had to inform Norman of the pesky little pest problem, at least it would get the billionaire off of his back and give him something to focus on. A grim smile found its way onto Miles' twisted face, he really hated reporters.

Speaking of pests, "Now… where did that spider get off to?" he muttered to himself, going back to ransacking his lab for the eight legged science project.

* * *

Manhattan—Avengers Tower—Upper Floors

Stepping away from one lab and into another, the busy forms of Peter Parker and Tony Stark were hard at work, swapping ideas and brain storming as it were. Tony was taking a look at Peter's web-shooters and Peter was having a gander at Tony's flame retardant gel, sitting in normal civvies that Gwen had obtained for him felt kind of wrong. In fact sitting in Tony's Stark's lab without his mask on felt extremely wrong, almost like he was naked.

The teenager shifted slightly as he watched the genius push aside his web-shooters and begin constructing small metallic rims with an acetylene torch, throwing a pair of goggles Peter's way before putting on a pair himself Tony went to work with a small smile.

Inspecting his discarded web-shooters, Peter spoke up, "Uhh… are you done with these?" he questioned, not sure whether he could put them back on or not.

Tony glanced up at him for the quickest of seconds, "Yeah. I didn't change much though, that formula's pretty tough to crack. Keep's breaking down and degrading every time I take a shot at it, so I just reinforced the casing with some spare titanium I had lying around. It should make it much harder for people to destroy them so you're welcome, oh and I installed an MP3 player while I was at it" he revealed, hiding a childish grin.

Peter blinked a couple of times before diverting his gaze back to the web-shooters, "Sweet… oh but if you want the formula I have it at home" he said.

Tony stopped welding the small rims and switched his torch off, "You what?" he asked, curiosity lighting up his features.

Peter shrugged, "I reverse engineered the formula. I had to, I couldn't keep affording to ship that stuff over from OsCorp, so now I make it myself. I figured it out a few weeks ago, I used my father's old notes as guidelines" he informed the billionaire.

The playboy raked a hand through his short black hair, "That's… that's pretty impressive. You know I knew Richard Parker" Tony stated, making Peter give him his full unwavering attention.

The boy furrowed his eyebrows and Tony nodded, "Yep. Pretty smart man, I mean… genetics? Really? Not my thing but he was good at it, gave it all up though. Never said why, and then he just disappeared. A few weeks later it was all over the news, the plane crash" he recalled.

Peter continued to listen intently, "I was… well… I was shocked. I think the whole scientific community was shocked, Richard and Mary… I didn't even know they had a kid. I didn't even know you existed, maybe they wanted it that way" Tony guessed, remembering just how secretive Richard had been.

"I had no idea you knew my father, I didn't realize how important he was" the brown eyed boy muttered honestly.

Tony paused and gave a short nod, "When he first came on the scene with all of these brilliant ideas. All of these genetic breakthroughs and miracles, I was impressed but… I shot him down. I was thinking about branching out the company, trying new things to contend with OsCorp but the board… they wouldn't allow it. I would've hired your father right then and there but he was snatched up by OsCorp about a month later, early bird I guess" he finished as Peter processed the information.

It was like some kind of spy novel, concerning his parents. How many secrets did they really have? When would it end? Peter wasn't sure but he felt like he was getting closer and closer to the answer, just what caused his parent's deaths?

"These designs, these ideas… you remind me of your old man. Just as bright, just as intuitive. You think outside the box and I love that… Peter, this may seem a little out there but how would you like to come work for me at Stark Industries?" the question hit thick and fast and the Midtown student wasn't sure he was even awake.

And he honestly couldn't believe the words that were about to leave his mouth, "I've already been offered a job" the brunette squeaked out as Tony stared at him blankly.

Peter gave an awkward smile as the playboy leaned back in his chair and inhaled deeply, "And it's better than working with me?" he questioned, just to make sure he hadn't heard the boy wrong.

He shook his head thoroughly, "I wouldn't say that. It's just Doctor Richards offered me the job a couple of weeks back and I wouldn't want to let him down, I hope that's not a problem" Peter checked.

Tony gave a short chuckle and a quick shake of the head, "I guess not. Wait… how do you even know Reed Richards?" the incredulous look Peter was getting told him that he needed to explain himself.

He evaluated, "Well I'm friends with Susan Storm's brother and I got invited over to their place. He just kind of offered me a job and I didn't say no, it was kind of a big deal for me" the vigilante said, tinkering with a small silver canister.

Tony smiled hiding his slight disappointment, "You get around kid. Well, I can't have you all to myself. Good luck with the job, I'm sure you'll do great" he congratulated, diverting his gaze back to his own work.

Peter nodded at the sentiment, "Thanks" he muttered, placing down a small screw driver and sighing slightly.

"Just don't be a stranger; anytime you have some kind of epiphany and want to build something… well, my doors are always open. Besides, you'd be spending a lot of your time here when you join up with Earth's Mightiest Heroes" a smug smirk found its way onto Tony's lips.

Peter furrowed his brow, "I'm still not clear on what it is exactly I'd be doing. Do I get a uniform or an ID card?" he sniped as Tony scoffed.

He poured himself a small shot of whiskey before answering, "We don't wear matching uniforms but I have taken the liberty of improving your existing one" the philanthropist cryptically stated.

Peter raised an eyebrow in confusion and Tony went on, "While you were out of it I got bored so… I worked on your suit. I didn't change the design, why ruin a classic? I just altered the material, I mean spandex… really? Kind of a lightweight synthetic fibre capable of repelling melee and knife attacks, it's a prototype so… just be careful. The mask material is a little thinner because, well you need to breathe. I'm actually working on your new lenses right now" he revealed, motioning for the boy to lean over and take a look.

Peter did so as Tony explained, "I've lightly adapted—and when I say lightly I mean the bare essentials—my suit's HUD and applied it to your big bug eyes. Different light spectrums, GPS and the ability to read a target's heartbeat. You have no idea how much that will come in handy, but you don't have an AI to do all the work for you so it's been specifically tailored to react to your voice" he finished as Peter's grin widened considerably.

The teenager was almost speechless, "I—I don't know what to say" he bumbled out as Tony interrupted him.

"Don't worry about it kid, we look after our own. Oh and I examined that belt you were wearing under your suit, pretty ingenious design kid. Kinda like Batman, which is always cool. You actually gave me quite a shock when I removed it" he stated with a small frown.

Peter rubbed the back of his neck, "Sorry about that. The safety measures are still in the first stages, I've been trying to adapt it for my mask but… well let's just say I set my hair on fire a few times" he said embarrassingly.

Tony scoffed, "Well I managed to install my own security measures into your mask. It'll be a little heavier to handle as will your suit but you'll thank me" he turned to Peter and noticed the small calculative look the boy was giving him.

"What? I know I'm extremely handsome but we both have girlfriends, what would they think?" Tony said with a small grin as he rose from his seat and moved towards Peter's desk to inspect his work.

Peter shook his head, "Funny but that's not what I was thinking about. Why do all of this? Why improve my tech? What does it matter to you?" he questioned as Tony glanced up at him for a split second.

He shrugged, "Better tech makes you a better Spidey. Look, I don't want to have this heartfelt moment where we both hug and tell each other how we really feel. The Avengers are the big leagues, okay? I'm making sure you're ready for when we call you in because when that moment comes you can bet it'll be something big" the man admitted as Peter listened.

Tony continued, stepping away from the desk to approach the teenager, "Have you met Carol? She can fly faster than sound and her strength approaches Thor's, Hank can grow to a height where you literally look like a bug to him. Oh and Thor, I mentioned him like a second ago… he's a God. You're a seventeen year old kid who before I came along took on knives and bullets with spandex, I'm trying to make sure you don't get killed" he prodded Peter's chest, staring up at the lanky New Yorker.

Peter shifted uncomfortably as Tony's brown eyes stared into his own, "I hate being this serious. Really, I do but this… what we both do calls for a little bit of seriousness every now and then. You have a loving aunt who takes care of you and a girlfriend who would do anything for you, I'd hate to be the one responsible for why you'd never be able to see them again and three days ago it would have been my fault. I left you alone to face the Hulk, I might as well have signed your death certificate" the sheer amount of intensity was so alien to the both of them.

The recipient of the speech spoke up for the first time in what felt like ages, "I can take care of myself" Peter said solidly, holding the man's gaze.

Tony nodded and placed a hand on his shoulder, "I know you can… I—I know you can. But if you're going to join the Avengers, if you're going to line up shoulder to shoulder with Cap and me and all of the others then you need to do better. You need to be able to prepare for certain circumstances, you can't just stumble from one fight to another and hope for the best. I'm a genius and within the first month of me putting on my armour I almost died, it's only been about two months since you decided to become a superhero so I think we're in the same boat" he informed him, watching as Peter stared at the firm hand on his shoulder.

Calmly the boy removed the hand, "I know what you're trying to do. You're trying to scare me, but it won't work, I know you don't think I can do this—" Peter was cut off as Tony raised his hand.

"I never said that" he interrupted.

Peter pursed his lips, "But you were thinking it. I've made my decision, I have. I want to do this, I want to help people. The last time I stood by and did nothing my uncle was gunned down in cold blood just because he was trying to do the right thing, it wasn't fair. But since then I've learned that nothing is fair, this whole world isn't fair. Lesser men like Wilson Fisk own half the city but men like my uncle, my father are just cast aside like they mean nothing. Like you said, I'm just some kid. But Spider-Man isn't, and if Spider-Man can make a difference then I'm gonna do everything in my power to make it happen. Got a problem with that?" he pressed as Tony clicked his tongue and flickered his eyes away from him.

Looking back at him, Tony shook his head, "Even if I did it wouldn't matter. Your mind's already made up; you're just like your father. He was a stubborn idealist too, it's not a bad thing but you'll find yourself disagreeing with a lot of people. All I'm saying is watch your back, and for God's sake be careful" he breathed out, feeling incredibly tired all of a sudden.

Peter merely nodded as the eldest hero moved back over to the desk he had left, "So I've been working on your tech… what have you been working on?" Tony inquired, picking up the small canister the boy had been playing with.

The brunette joined him and took the canister from his hand, "Your flame retardant gel. I've made some changes to the formula, something I've actually been working on in my spare time which believe me is few and far between. Thermodynamic gel, it keeps the hot stuff hot and the cold stuff cold. Pretty cool, huh?" he said with a smirk.

Tony gave him a confused look, "It's shame you're still in kindergarten or else I'd hire you right here, right now" he mocked in good fun.

Peter brushed the semi-compliment off, suddenly remembering why he had been unconscious for the past three days, "I almost forgot! What happened with the guy? The guy that caused the explosion? Did he say why he did it?" he questioned eager to know why someone would do such a thing.

Tony's lips thinned at the mention of the man he had brawled with, "He mentioned something… something called Extremis. That's it" he said.

The teenaged hero pondered for a moment, "Nothing I've ever heard of. You?" he asked innocently.

The inventor shook his head, "No. I haven't heard of it" the man lied.

But in truth Tony had heard of it, it had taken him some time but while Peter was out of it he had remembered just where he had heard the word before. A New Year's Eve party some time ago, 1999 to be precise. A budding young scientist named Maya Hansen had invented it; an experimental regenerative treatment intended to allow recovery from crippling injuries. Well, she had certainly made some advancement since then.

Shaking his head from his thoughts, Tony ignored the curious look Peter was giving him, "I'm gonna be gone for a while Pete. I'm going back to California for some… time away from this; Pepper's been hounding me to relax so I give up. I'm gonna relax, I hope you can stay out of trouble while I'm gone. I mean it, no late nights or watching scary movies" he joked as Peter ignored it with a small suspicious frown.

"Whatever you find out there, you better be careful yourself" Peter stated, referring to Extremis.

Tony caught wind of this and nodded, "I'll have Jarvis bring your suit up. Your belt's on the desk over there and your girlfriend is currently out to lunch with my girlfriend, me… I'm gonna go look into this problem and see if I can find anything. I'll catch you later junior" he spoke before collecting his black suit jacket and putting it on.

Peter gave a short wave goodbye as Tony ducked out of the laboratory; feeling suddenly out of place in Avengers Tower now that he was alone, the teenager decided he would go for a swing. He just had this sudden feeling to move and do something; three days asleep would do that to a guy as fidgety as him.

_Gwen's probably fine with Miss Potts; right now I think it's time for Spidey to make a few rounds of the city. Hopefully it hasn't fallen apart what with me gone for three days._

And at the back of his mind Peter hoped that his Aunt May wouldn't mind him staying out for just one more night…

* * *

Queens—Forest Hill—Parker Residence

"So it's been three days since the masked vigilante known as Spider-Man has been sighted and the city has been left wondering, just where is he? With crime rates slowly climbing and a possible serial killer on the loose, New York may just have to ask itself… can we accept the help of masked vigilantes such as Spider-Man?" as soon as the news anchor finished his sentence, his image was cut to black as May switched the television off.

She hadn't seen Peter for three days, apparently he had been staying at Gwen's for a few nights but the woman was no idiot. As much as she loved that girl, some half-assed attempt to hide the truth from her was not acceptable. May had seen the news and heard the rumours, a terrible incident at Grand Central Station that involved Spider-Man and Iron Man. He was probably fine, she kept telling herself. Because now that Ben had passed, Peter really was all the woman had left; she was hoping he was fine anyway.

May paused as she smiled wistfully, "That boy" she muttered to herself.

Ever since Peter had stumbled in through the kitchen door with a carton of eggs and a lopsided smirk on his face, May knew. The scars, the bruises and the late nights. Standing up from the sofa, May turned towards the stairs and began to climb, the suspicion was there but she really needed something tangible if she was going to confront him about it.

Finally reaching the top of the stairs, May placed her hand on the teenager's bedroom door half expecting it to be bolted shut by his infernal invention. But she had to remind herself as the door clicked open, that he had been gone for three days, he had probably forgot to lock it. Stepping inside, being mindful of the dirty clothes riddling the floor, May approached his desk.

Blueprints and notes as well as designs littered the oak construct, picking one of the pieces of paper up, her eyes scanned the scribbles. May didn't understand what it was; Peter's hand writing was rushed as though he were in a hurry. Her eyes flickering from the paper and back onto his desk, May noticed screwdrivers and spanners as well as all other sorts of tools.

Her nephew really was a genius, just as smart as his father had been. But although the scribbles and designs resembled a certain spider quality, May still wasn't satisfied. Sighing as though she shouldn't have even been in his room in the first place, May turned to leave.

However on her way out, she had caught sight of something poking out of Peter's closet. May swallowed as she bent down to grasp the fabric, lifting it into the air. A shrill gasp found its way out of her throat and she dropped the piece of clothing she picked up, backing away from it May stumbled backwards onto Peter's unkempt and untidy bed with a look of shock plastered on her face.

Looking down at her hands, May stared at dried blood. It wasn't hers though; she had found one of Peter's suits. The stained dark red and blue spandex lay piled on the floor and May found it increasingly hard to take her eyes off of it, the tinted yellow narrow lenses were staring right back at her.

The middle aged woman slammed her eyes shut, she really hated the costume. The old one in particular, she had seen it in pictures and it… it frightened her. May had no idea what Peter was thinking when he designed the costume but pushed that thought aside when she inspected the garment closer, the fabric was shredded around the chest area and May had a hard time not thinking about just what did that to her little boy.

But May had to face facts, Peter wasn't little anymore. He had been taller than her and Ben ever since he was thirteen, but even then she had always thought him to be so fragile. So sensitive and reclusive, just what was he capable of?

May shook her head rising from her nephew's bed; she didn't want to think about it yet. She didn't want to think about the danger he put himself in every day, May didn't want to think about where Peter was. The news had constantly been updating ever since, Spider-Man had not been seen for three days and May was beginning to think something had happened.

Something terrible… as much as she wanted to storm out of the room, she knew she couldn't. The woman wanted to find her nephew, she wanted to make sure her son was safe; May didn't care if he could lift a bus. Peter was still her own to take care of and she wanted to do just that, but she couldn't.

May knew she couldn't go marching into every hospital in the city looking for her nephew, she knew she couldn't demand that Gwen tell her what was really going on. Peter was a big boy, she would just have to be patient enough for him to tell her himself.

Either that or she could just force it out of him when he got home…

* * *

Manhattan—Alleyway

As New York's finest cautioned off the scene, most of them were left confused and utterly baffled, staring at the dead body before them. Another one sharing the same marks and injuries as several before it, they were completely speechless.

Detective DeWolff wiped her brow as she crouched by the body, wearing protective gloves she touched the victim's jaw and turned it slightly, revealing two large bite marks on the side of the neck. The woman winced, it wasn't as if she hadn't seen it before but she hadn't gotten used to the sight.

Over the past three days, bodies had been turning up everywhere, Yonkers and Brooklyn as well as Queens. But now Manhattan too, there were no visible patterns but one thing remained a constant each and every time. The bite marks…

The only other place she had seen anything even remotely close to it was in movies, the body completely drained of blood almost like a mummy. Jean was out of her depth and she knew it, first the 'accident' at OsCorp and now this?

"What do you think detective?" forensic officer Ray Cooper asked as he looked down at the body with his hands on his hips.

Jean shrugged, "Same bite marks. Same mummified body, but other than that no other evidence. What am I supposed to think?" she said sarcastically, almost at her wits end.

The man noticed her irritation, "Why don't you take some time off? You're not looking so good Ma'am" the words of advice did nothing to ease Jean's annoyance.

She raised her eyebrow at him, "Take a vacation while there's a murderer on the loose? What, are you some kind of comedian?" she grilled, stepping away from the body as another police officer brought a cup coffee over to her.

"Thanks" she muttered, sipping the piping hot beverage.

Ray followed after her, "I just think all of this is getting to be a little bit too much for you. Why not go home and get some rest? You've been working none stop since Grand Central" he stated, placing a hand on her shoulder.

Jean shrugged it off, "I understand where you're coming from but I'm not going to go to sleep while this psycho kills again. It's my duty to protect these streets and right now I'm doing a pretty lousy job of it" she stated, ducking under the police tape and waking away from the scene.

"Hey, where are you going?!" Ray shouted after her.

She didn't bother to turn her head when she replied, "To call someone. Maybe they can help me get to the bottom of this" Jean muttered, her words going unheard as she pulled out her cell phone and speed dialled a certain number, unaware that a shadow dressed in black watched silently from a nearby rooftop.

* * *

Manhattan—Avengers Tower—Upper Floors

Over the course of the past few weeks, Gwen Stacey had found herself in the presence of some fairly interesting company. A few floors down from Tony's laboratory, Pepper had decided to have a little talk with the young and bright teenager. Concerning what, Gwen hadn't the foggiest idea. She just hoped it wouldn't be too awkward…

"So, Miss Stacey. How've you been?" Pepper asked with a genuine smile.

Gwen raised an eyebrow but answered nonetheless, "Fine… I guess. Is that all you wanted to ask?" the girl pressed.

Pepper gave an apologetic smile, "Sorry. I wasn't really sure how I was going to approach the subject, it's just I know how hard it can be doing what you do" she observed.

The blonde Midtown student pondered, "With Peter?" she inquired.

The CEO of Stark Industries grinned, "We're finally getting somewhere. Tony's impossible to work with, in and out of the armour. He's almost never serious; I've seen footage of Peter in action… I'm guessing it's about the same?" she checked with a sympathetic smile.

Gwen laughed lightly, "Sometimes. Sometimes he can be normal, as normal as it gets anyway. I think we're doing okay, but what about you? Aren't you a little intimidated by Mister Stark?" she pressed.

"He hates being called Mister Stark, that's why I do it when he's in a bad mood. And if anything, he's intimidated by me but all I really wanted to talk about today was you" Pepper told her.

The young seventeen year old nodded as Pepper suddenly grew serious, "Okay?" Gwen asked, waiting for the woman to reply.

Pepper did just that, "I've looked into some of your files and I have to say, I'm impressed. One of the smartest students at Midtown Science, former assistant to Doctor Curtis Connors and daughter of a renowned hero" Gwen averted eye contact at the mention of Curt and her father.

Pepper noticed it immediately and inwardly chastised herself for being so blunt, "So what are you doing now? You were let go following the incident at OsCorp, why do you think that was?" she inquired, interested to learn more about the young woman.

Gwen pushed a stray strand of blonde hair behind her ear, "That's incorrect. I handed in my resignation; I didn't want to have anything to do with that company after… well, after the incident. I'm helping my mom take care of my three brothers; she's been looking for a job ever since dad left us" she revealed honestly.

Pepper reached across the small table they were seated at, being mindful of the empty plates that had held their lunch, "That must be awful. Someone as brilliant as you really shouldn't be wasting their talent; you have so much potential Gwen. I'm sure Tony and Peter would agree with me" she said, gently grasping Gwen's hand.

Gwen smiled fondly, "Peter would say anything to get on my good side" she joked.

The elder of the two chuckled, "Isn't that what boyfriends are for?" she asked, making Gwen visibly flush.

"Yeah" she muttered.

Pepper pulled a single sheet of paper out of her large handbag and slid it over the table, "I hate to see bad things happen to good people. So here's me giving you a good thing, why don't you think on that?" she questioned smugly as the girl's green eyes scanned the paper.

They widened as a result, "This is a job! You're giving me a job?!" she exclaimed, almost jumping for joy.

"It was all Tony's idea" Pepper secretly lied.

Just as the words escaped her mouth, the man himself entered the large room, "What was all my idea?" he inquired innocently as he approached the two women.

Unexpectedly, he was almost choked as Gwen wrapped her arms around his neck, "Thank you so much! I promise I won't let you down!" she gleefully rambled.

Relinquishing her grip, she stared up at Tony who looked back down at her with a confused smile, "Okay? I—I literally have no idea what's going on here" he admitted, scratching his head in complete bewilderment.

Pepper rose from her seat and kissed the billionaire's cheek, "You just got yourself a brand new lab assistant" she teased, ruffling his black hair with a grin.

"Oh… uh… yay?" he weakly replied as Gwen couldn't wait to tell Peter and her mother about her new job.

* * *

Manhattan—Bellevue Hospital Centre—Recovery Ward

Bruce watched and waited, directly next to Jennifer's bed as the woman recuperated from her injuries, a mild concussion and some internal bleeding was the worst of it and the scientist had been obligated to give some of his blood in order to help her. But that wasn't the problem Bruce was going over inside his head; he was contemplating a much bigger complication.

His blood… the very thing that coursed through his veins had been gamma irradiated, would it have had the same effects on Jennifer's body as it had on his? Would his cousin transform into a giant green rage monster as Tony had politely put it? The gamma expert didn't for the life of him know, but it was certainly a risk worth obsessing over.

But if that was the case, if his cousin would fall under the same condition then he would definitely help her. Her well-being was his responsibility but now even more so, Bruce had done something to her. Although the man would have been lying had he said that he wouldn't repeat the process, his cousin's life was in jeopardy and he was sure she would have done the same thing for him.

Bruce shifted in his seat, minding the very sore part of his arm, the spot where the doctor's had taken the blood from. The news was playing on a television set in the corner of the room, muted so as to not disturb the recovering patients but he could see the events being replayed over and over again like a film reel, the panic at Grand Central Station. A bomb blast, the vigilante Spider-Man and the Avenger Iron Man's involvement. And quiet rumours of the Hulk, Bruce guessed he should have expected it.

When in his angry state he wasn't exactly calm and subtle, he had no doubt terrified the red and blue arachnid that had the unfortunate displeasure of seeing him lose control first hand. Bruce sighed as he glanced back at the sleeping form of Jennifer, she looked so peaceful. He almost felt as though it were a mistake, what with him bounding his way back into her life, the entire reason he had been on his own for so long was to protect her and those close to him but he couldn't even manage to get that right.

But as his only family left tossed and turned a little bit, he knew he couldn't leave, "B-Bruce…" the woman murmured and the scientist was immediately by her side.

"It's all right Jen, I'm here" he spoke softly, knowing full well that he had to stay.

If not for himself then certainly for Jennifer…

* * *

Brooklyn—Fort Greene

Arriving home after a somewhat lengthy trip on the bus, the reporter Gilberto Corazon was just in time for dinner. After climbing the stairs to the small and modest apartment he and his family inhabited, he entered to meet the sight of his wife laying out the table.

The man smiled heartily, "What would I do without you?" he said, greeting the brunette with a loving kiss on the cheek.

Sofia Corazon patted her husband's back as he set his book bag down on the kitchen counter, "Wither and die? How was your day sweetheart?" she asked after a short laugh.

Gilberto sighed as leaned against the kitchen counter with a tired expression, "As can be expected. Exhausting, I feel like I'm getting nowhere with this OsCorp business. That place just gives me chills, this city already has enough freaks and what do they try and do? Make more, idiotas" he remarked, receiving a roll of the eyes from his better half.

"I wouldn't say that, what about Spider-Man? He saved our little girl, remember?" Sofia teased, drawing a disgruntled look out of Gilberto.

The father of one grumbled slightly, "How could I not? It's like she's obsessed with them, superheroes… we never had any superheroes" he complained subtly.

Sofia raised an eyebrow in surprise, "Is that jealousy I hear?" she pressed.

Gilberto held his hands up in defence, "No but—I mean when was the last time you saw anybody in Mexico fly or walk on walls like it was nothing?" he questioned, drawing a small barely noticeable shake of the head out of his wife.

"Exactly, and then as soon as we move to New York they just appear out of nowhere. Every day there's a new one in the news" he theorized as Sofia took off her cooking apron.

She wrapped her arms around her husband's neck, "Well this is the greatest city in the world. We came here for a better life, better opportunities. Maybe they feel the same way?" the brunette guessed.

Gilberto nodded in agreement, "Maybe" he muttered, leaning down to peck his wife on the lips softly.

The two parted and Gilberto was just about to ask where on Earth his only daughter was when the girl in question came waltzing threw the door, Anya smiled warmly to greet her parents and inhaled to be comforted by the sweet scent of dinner.

"I was just about to ask where you had gotten off to" Gilberto stated as Anya wrapped her arms around his torso.

She grinned up at him, "Just with Miguel papa. We've been out causing trouble for the neighbourhood, littering and loitering. You know, that sort of thing" she joked, moving over to her mother receiving a light kiss on the forehead for her troubles.

Her father's nose bristled, "I hope not. The last thing we need is the police knocking on our door, I thought we told you to take it easy with that leg?" he asked as Anya sat down in one of the dinner table's seats gingerly.

"I'm fine, just a little tender is all. I've been taking it easy all day, there really is nothing to do around here" she explained truthfully.

Sofia nodded sympathetically, "We know honey but this is all we can afford right now. Besides, what do normal fifteen year old girls like to do all day?" she inquired, taking a seat by her daughter.

Anya shrugged indifferently, "Hang around with fifteen year old guys? I did that all day and it was so boring, Miguel just talks about himself all the time" she drawled out, demonstrating her total boredom.

Her father joined them at the table, placing his hands at either side of him for the taking, Sofia and Anya joined hands with their father and each other before bowing their heads silently.

"Bendícenos, Señor, y bendice estos alimentos que por tu bondad vamos a tomar. PorJesucristo Nuestro Señor, Amén" he finished as the three family members raised their heads.

They then began placing food on their plate from the large serving plate in the middle of the table, "I almost forgot. Anya, I got you a little something while I was out. It's not much but I hope it makes you feel a little better while your leg recovers" Gilberto told her as she glanced at her mother in confusion.

She smiled at Anya, "It's in his book bag. It didn't cost much but we hope you'll like it all the same" Sofia said as her little girl, that wasn't so little anymore rose with a giddy grin.

She moved over to her father's book bag carefully, on account of her still sore leg and delved inside to see what it was her parent's had gotten her. Sticking her tongue out for emphasis of struggle, Anya rummaged around until she felt something… small and rigid. The girl could have sworn she brushed past something sharp; moving her hand back carefully, Anya gripped something incredibly soft. But before she could bring the plush object out of the bag, a stinging pain shot through her hand and raced up her arm, the girl faltered and whipped her hand out of the bag.

Unintentionally she brought it with her as a lone spider clumsily jerked through the air; a shrill scream split the air just as the spider hit the floor. The noise belonged to Sofia but what she didn't expect was her daughter bringing her foot up to slam it down onto the floor, crushing the spider into nothing, the girl checked her hand seeing two miniscule holes cut into her skin like tiny craters.

"Are you okay Anya?" Gilberto spoke as he rose and went to his daughter's side.

The pony tailed brunette nodded as she cradled her hand in slight shock, "It just caught me by surprise. What the heck was it doing in your bag?" she asked as her mother rushed to the kitchen sink to wet a small towel.

Taking it from Sofia and placing it on Anya's hand, he shook his head at a loss for an answer, "I have no idea but the bite doesn't look so bad. It was just a spider Anya, you're a lot tougher than that" he told her, gaining a small smile from his daughter.

But all of a sudden Anya felt tired, hot and dazed. The girl had completely lost her appetite and she really needed to lie down, she shook her head trying to clear her slightly blurred vision and smiled weakly at her parent's concerned faces.

"I'm a little tired so… I'm just gonna… go lie down" she slurred a little, back peddling away from the two and out of the kitchen.

Sofia reached out for her daughter but Gilberto stopped her, "It was just a spider bite Sofia. She'll be fine, the girl is strong. If she's not okay by tomorrow morning then we'll call a doctor, okay?" he asked, receiving a slow nod out of his wife.

The man reached into his book bag retrieving what he had intended to give to Anya, "I guess we'll just have to give her this in the morning" he said, holding up a small red and blue Spider-Man plush toy.

The young Mexican girl stumbled into her room, slamming the door shut as she did so; not bothering to switch a light on Anya felt her way towards her bed instantly collapsing onto the soft duvet cover. The brown eyed teen didn't find it hard to drift off as her eyelids steadily shut allowing darkness to converge on her vision, meanwhile the bite mark on her hand continued to throb.

* * *

Manhattan—Empire State Building

Out and about in his recently updated red and blue costume, the web-slinger had received a pretty straight forward call from one Matthew Murdoch. Unfortunately for Peter the man didn't explain much, only that he wanted to meet him at the usual meeting place and that he had something for him. Some important work to do, what he meant by that Spidey didn't know but he wasn't waiting around to find out.

Slinging another web-line, Peter pulled with a little strength and went whiplashing upwards towards the city's evening sky, orange and dark yellow hues were reflected in his wide white lenses as he came to land on top of one of New York's most famous landmarks. Spotting Daredevil straight away Peter rose to his full height and approached the scarlet vigilante, what he didn't expect was the rather short brunette woman stood by him.

_Speak of the devil... heh._

Peter raised an eyebrow underneath the red mask, "Okay… what's going on? Is this like a blind date or something?" he joked, but only realized his slip of the tongue when Matt frowned slightly.

He rubbed the back of his neck sheepishly, "Sorry… kind of forgot about that. So all jokes aside, what's she doing here?" he questioned as Daredevil motioned to the woman.

"Spider-Man, this is police detective Jean DeWolff. She's the woman who helped prove your innocence in the Stacy murder case" Matt introduced her as she reluctantly held out her hand.

Peter stared at the offer, "You don't have a gun hidden up that sleeve do you?" he mocked as Jean rolled her eyes.

Daredevil turned to her with a questioning look, "It was a huge misunderstanding the first time we met" she reasoned as Spidey nudged her with his elbow.

"Misunderstanding, huh? If that's what you call shooting at me then fine by me, you are the reason I'm not in jail right now" he thanked her, shaking her hand gently.

Jean nodded a little, apprehensive about meeting the two vigilantes, "I had no idea you two met up like this. Kind of a superhero book club, will Captain America be joining us?" she joked lightly, finding it easy to pick up her sense of humour all of a sudden.

Spider-Man snorted, "He wishes" he stated, cocking a thumb at a frowning Daredevil.

Matt shook his head with a sigh, "If you two are done I believe you had something to discuss with us detective?" he asked as Peter set his attention on her as well.

She nodded, "Over the past three days there've been unusual incidents taking place all over the city. It's had the NYPD completely thrown for a loop; we really don't know what we're dealing with here. I was hoping you two could look into it for me" Jean suggested as Matt placed his thumb and forefinger on his chin.

"Could you describe the nature of these incidents detective?" he inquired, gaining a nod in return.

Jean placed two fingers to her own neck, "Murders. We've found two marks on every single body discovered, the victims were completely drained of their bodily fluids. If I had to describe it in one word, I'd say… vampiric. I know that sounds crazy but it's all that comes to mind" she explained as Spider-Man threw Matt an unseen look of pure disbelief.

_Did I hear that right?_

He turned Daredevil to face him, "Vampires… did she say… are we… are we hunting vampires? Double D, that's ridiculous. Vampires don't exist, they're just myth. European folklore for the superstitious, what are we, five?" Peter blabbed on as Matt frowned.

"Take a step back and examine the world we live in now, superheroes are real. I'm talking to someone who can walk on walls right this very second, who's to say they're just myth? Whether or not they do exist, this threat is very real. Whoever or whatever is doing this is no doubt dangerous, it'd be best we look into it just in case" the elder of the two advised, drawing a sigh out of Peter.

He nodded hesitantly, "I guess you're right. But if I get bit by one of those blood suckers I'm coming for you first" Spidey warned in mock gesture.

Matt let a thin smile grace his lips as he turned back to Jean, "You heard the man. It's almost dark, we'll look into it detective" he informed her, prompting a sigh in relief.

"Thanks, I needed somebody I could trust and Matt said you two wouldn't let me down" Jean remarked with a small smile.

Daredevil nodded, not even flinching at the mention of his name, "We'll do our best" he said.

Spidey concurred, "Scout's honour Ma'am!" he exclaimed. throwing a sloppy salute her way.

Jean smirked lightly as she waved them off, climbing down the set of ladders and back onto the viewing platform, "You think we can stop for something to eat while we're out?" Spidey asked absent mindedly.

As Matt was about to flat out deny the kid's request, his stomach grumbled slightly, "All right… but only because I missed lunch. Come on, we've got a long and… weird night ahead of us" he said, brushing pat Peter to leap right off of the Empire State Building.

Spider-Man was a little surprised at first but refrained from jumping to his aid, he seriously couldn't get to grips with the fact that Daredevil was blind yet.

"Amen to that Magoo" Peter stated, shrugging before leaping off of the large spire of a building, Peter dived like a bullet on the trail of the more experienced vigilante.

* * *

Manhattan—Alleyway—Scene of the crime

As dusk made the jump to night and the body of the unfortunate victim had been moved from the alleyway, two lone police officers were stationed just outside of the crime scene tape, keeping diligent watch should the perpetrator return to the scene of the crime.

Ever since the clean-up crew had left it had been quiet, deathly silent actually. Something that made the two officers suspicious as New York was literally the city that never slept; they glanced at each other nervously, both of their faces filled with a conflict on whether or not they should stay.

They were men of the law, they had guns strapped to their hip and badges on their chest but despite the miniscule amount of comfort they received from their firearms, they were still scared stiff. They had seen the body, the large puncture marks on the side of the deceased's neck. It didn't take much for them to put two and two together, they were no detectives but the evidence was astronomical.

However as the two muttered to one another about the game they had watched last night—a Knicks game to be exact—a silhouette stalked into the scene behind them. With two large katana blades on his back shimmering against the moonlight, the man dressed completely in black crouched down at the scene, dragging his gloved fingers across the concrete floor as he did so. Inhaling twice before dusting the gravel on his fingers onto his pants, he rose with a frown.

The scent was something quite different than what he was used to, but due to what he had seen earlier it made him slightly confused. Two teeth marks on the neck and a body completely drained of blood, just like the others that had been dotted about the city. Luckily the scene was still fresh enough for him to be able to try and track whoever was behind the murder, but vampire or not he needed to stop them.

Frowning ever so slightly, the man adjusted the shades perched on his nose. With his business concluded, the figure slipped back into the shadows content that the hunt was indeed on and nothing was about to get in his way.

Well, almost nothing.

* * *

A few blocks away…

With his red mask peeled back halfway up his face, Spidey grinned digging into his carton of noodles. Before the spider bite, he could barely tolerate chopsticks but ever since then he had mastered them like a pro. Glancing over to his partner for the evening he paused, slurping a stray noodle into his mouth, the crimson dressed man was stood at the edge of the low rise building they had stopped on with his attention diverted between his food and the streets below them.

Spidey paused between mouthfuls of Eastern cuisine, "So… how've you been?" he questioned, not fully sure how to start a conversation with the man.

Daredevil shrugged with a frown, "Same as always. Business is relatively good, I just got brand new dress shoes and I'm tracking another one of the Kingpin's illegal shipments. All in all I can't complain" he stated absent mindedly.

Peter nodded with a smirk, "New shoes huh? Are they comfy? I only wear footwear that's comfortable; they have to hug my feet. I have big feet, seriously they're like flippers" he mused with a chuckle.

Matt suppressed an eye roll, "I've actually noticed your big clown feet but for the sake of being professional I think we should talk about that shipment" he advised.

Spidey seemed to agree, "Okay. So where will it be? What kind of goodies do you think we'll find?" he inquired, suddenly feeling slightly insecure at the mention of his clown feet.

_I was just kidding, they're not that big... are they?_

Daredevil licked his lips after slurping up a few loose noodles, "It'll be at the Brooklyn Docks. As for what's inside I don't know yet, firearms or drugs? It's hard to tell, I'll contact you when I have more info" he informed him.

Peter arched a hidden eyebrow, "That kinda reminds me actually… where do you get your info from? And while I'm at it, where's the Black Cat?" he pressed, suddenly feeling suspicious.

"Contacts in the right places, and the Cat's busy. Why the sudden interest in the jewel thief? Don't you have a girlfriend?" the man challenged with the smallest of grins.

The red and blue acrobat sighed, "Yes… I was just curious" he told him.

Matt nodded with a teasing smirk, "Sure you were" he said.

Spider-Man gave him a blank look before going back to his meal, "Jerk" he muttered.

The lawyer shook his head in amusement before staring back out into the quiet streets of New York, other than the chewing and ruffling of cartons, an uncomfortable silence stretched on between the two scarlet vigilantes.

"Why so glum, sunshine?" Peter questioned with mild interest, more focused on breaking the silence than anything else.

Matt didn't bother to turn and look at Spider-Man but kept his gaze trained on the luminescent city lights below, "I'm not upset. This is how I normally look, I didn't realize we were supposed to be happy about what we do" he remarked sarcastically.

Peter tilted his head in confusion, "What… the vigilantism? Why not? Why can't you smile a little while you're saving someone's life? It's a beautiful thing, watching somebody light up with gratitude. Or to see loved ones reunited, always brings a smile to my face. Why not yours?" he pressed, hoping to get somewhere with the lawyer.

Daredevil turned his body towards Spider-Man with a frown, "You're right. Life is a beautiful thing; I guess I should lighten up. Be a little more like you, would that make you happy?" he asked, confusing Peter.

He stammered slightly, "Are—are we fighting? Is this an argument? Dude, I just asked if you were okay. You are okay, right?" Spidey pressed, now fully concerned with his somewhat friend's attitude.

Matt sighed, "Yeah… I'm fine. Just—the silence gets to me, leaves my mind open. Leads me to think about someone, someone close to me. Someone I lost and sometimes it… it just gets to me" he stated, obviously frustrated with something.

Peter nodded, "Isn't that a good thing?" he questioned innocently.

Daredevil shrugged, "Not all of the time. Peter—sorry, Spider-Man. I'm about to ask you something personal and I want you to be truthful, you okay with that?" he inquired, just to make sure.

Peter had no idea what the man was talking about and why he had experienced such a change in attitude but nodded nonetheless, "All right. When your uncle was killed, what did you feel? What made you go out and start searching for the killer yourself?" Matt unexpectedly asked.

Spider-Man flipped down from the large billboard he had been hanging from, not even realizing he was upside down and approached Matt, "Anger… frustration… helplessness… and then guilt. Night after night of guilt, depression hit me like a bulldozer and I wanted to die. But a light came into my life, it may seem stupid to you but my girlfriend helped me through it. And as for this, I realized that what I was doing was wrong. So I started helping people, not just myself" he explained as Daredevil listened intently.

"Each time I close my eyes, whether I'm awake or asleep I see his face. I see the guy's face, the stupid sunglasses he wore in the middle of the night and the girly haircut. It makes me want to scream, makes me want to tear my eyes out and hunt him down for the animal that he is. But I can't, because my uncle wouldn't have wanted that. Because I have to be strong for myself and for those around me, grin and bear it you know?" Peter finished as Matt nodded, silently contemplating the boy's words.

He replied after a long moment of silence, "I think I do know. When I was a kid—when I could actually see—my father was the greatest man in the world. There was nobody faster, there was nobody stronger. To me, my dad was perfect. But even I knew he hung with the wrong crowd, and eventually he paid the price for it. Fisk murdered my father; beat him to death right in front of me. My dad was involved in some kind of chemical smuggling operation and I was hiding behind one of the barrels, I panicked. Tears were stinging my eyes and I didn't know what to do, predicatively I tripped and the barrel fell on me. Apparently the lid hadn't been secured properly, I woke up in hospital the next day to find out that I had lost my sight" Daredevil revealed, shocking Spider-Man.

The teen bowed his head slightly as Matt continued, "When it's silent I think about my father. When it's quiet all of these faces just bombard me and I feel… helpless, it's a nightmare" he stated meekly, feeling a firm hand grasp his shoulder.

"Well maybe you should stop thinking about what went wrong and start focusing on what went right, you and your dad must have had some great times together. Why not fill that silence with some fond memories? Cheesy, I know… but it might help" the red and blue acrobat suggested, trying to offer his assistance.

Matt turned his face to study the glowing red outline of Spider-Man in a sea of black, "That was pretty cheesy" he told him with a ghost of a smile.

Spidey shook his head, "Yeah yeah… come on mopey. Let's see if we can—!" his sentence was cut off by a shrill scream, erupting from an alleyway around three blocks away.

A split second look was shared between the two and they were on the move before either of them knew it, vaulting over rooftops and darting over alleyways, leaving behind there Chinese food was the least of their worries as they finally came to the rooftop overlooking where they thought they had heard the scream.

They audibly gasped as the sight of a shadowed figure was feasting on the body of young woman in the middle of an empty street, "Hey!" Spider-Man screamed in anger, leaping off of the rooftop headed straight for the man.

"Wait! There's something wrong with him!" Daredevil shouted after his temporary partner, noticing something Peter hadn't.

However, in mid-air the brunette only just managed to register something being displayed in the lenses of his mask, the target's heartbeat… there wasn't one. Peter's eyebrows shot upwards in surprise as his breath hitched in his throat, but the split second of hesitation was all it would take.

_Oh boy..._

Despite the constant ringing of his spider-sense, Spider-Man was grabbed in mid-air and thrown straight through one of a nearby apartment's windows. His attacker didn't have time to follow or go back to feasting on the poor woman as he was assaulted by a blunt object to the head, making him stumble.

The Man Without Fear landed in a fighting stance as his billy club whipped back into his hand, "What did you do to her?!" he shouted, drawing a feral snarl out of the creature.

Before even his radar-sense could anticipate, the shadowed man was leaping at him brandishing sharp and deadly claws; Matt ducked, avoiding a swipe too close for comfort and side flipped away for some distance. He crouched low to the floor but before he could even gauge his opponent's next move, a solid bone crushing grip was wrapped around his throat, cutting off his air supply. Hoisted up high into the air, Matt struggled and kicked but managed to get a good look at what they were dealing with.

Chalky white skin and blood red eyes greeted him along with a mouth full of pointed blood stained teeth, thick wavy black hair and a dark sense of style in the form of ebony clothing. Daredevil's small red lenses widened in sheer astonishment just as the creature's mouth opened with the intention of delivering a fatal bite, but luckily for Matt a sharp silver stake came out of nowhere, pushing its way through the monster's back and erupting out of its chest.

Spattering blood all over Daredevil, the shadow keeled over in pain, fortunately it gave Matt the opportune moment to deliver a solid kick straight to the creature's pale white chin. The result was instantaneous as Matt felt oxygen slip into his lungs; he was dropped back onto the blacktop street but didn't have time to recover.

Backing away from the squealing murderer, Daredevil stared past it to see a brand new heartbeat enter the fight. An African American man, brandishing twin katana blades and prominently dressed in black. His eyes were hidden beneath a set of pitch black shades, despite the fact that it was night.

"I hope this isn't a private fight" he muttered, flashing Matt the smallest of grins.

But the saviour of Hell's Kitchen didn't know how to react because his rescuer had two very sharp and very pointed teeth as well, similar to the thing that he was fighting or trying to anyway. The screeching suddenly stopped and Matt and the stranger watched in horror as the creature pulled the silver stake straight out of its chest with a grunt, none of them anticipated it to fling the stake through the air.

Its target was none other than the owner of the weapon, the man's hidden eyes widened a fraction when a glob of grey webbing hit the stake mid-air, pinning it to the floor and out of the way. The Amazing Spider-Man landed in-between Matt and the newcomer with a scowl beneath his wide white lenses.

"See?! That right there is why I'm Team Jacob, you guys suck! Oh uh Magoo, luckily no-one was home but I bet they're not gonna be happy when they get back… who's your friend?" he asked, glancing at the stranger.

The man merely nodded at the webbed wonder, prompting Peter to give him the Vulcan Salute in return, "I don't know but I think he's an ally" Matt guessed.

Spidey turned to face the no doubt in his mind real life vampire as it backed away from them, "So three against one? Great! For us, not so much for you" he chided with a hidden frown.

Despite the mocking, Peter was rather angry with the fact that he had just been tossed through a window like yesterday's news, not to mention the murmuring woman still bleeding out on the cold street. They had to get her to a hospital and quickly glancing from Daredevil to the weird guy in black leather, Peter assumed that he was the fastest; still… he wanted a piece of the vampire.

"On three… one… two… three!" the African American stranger spoke aloud, prompting all three of them to rush the creature of the night.

Peter's spider-sense split through his skull and he found himself pushing Daredevil and the stranger out of the way, unexpectedly the vampire soared straight for him. The red and blue vigilante leaped into the air with the intent of avoiding the attack but the vampire had other plans, barrelling into the air with small bat like wings the creature speared right into Peter, dragging him along for the flight.

Spider-Man's hidden brown eyes widened in surprise as razor sharp claws dug into the skin of his sides, feeling some slight resistance on account of his improved suit, Peter slammed his fist straight into the jaw of the vampire. Darkly coloured blood sprayed from its mouth, splattering over Peter's wide opaque lenses. Sensing the opportunity to gain the upper hand, Spidey flipped over the vampire landing on its back awkwardly.

_This is your Captain speaking uhhhh welcome to Air Sparkles uhhhh please fasten your seat belts as we're running a little late today uhhhh we're gonna make up for some of that lost time uhhhh heh heh._

Peter bit back a laugh before turning his head to spot Matt and their new ally recovering on the ground, Peter dug deep into his silver utility belt to fish out something he had been working on for quite some time, "Catch!" he screamed, throwing the small device down towards them.

Matt reacted quickly, snagging the piece of tech right out of the air. Looking down at the small red LED screen and hearing the strong radar like signal, the lawyer assumed it was some kind of tracking device. He also noticed that the further the creature flew with Spidey on its back, the weaker the signal got.

The blonde raised a hidden eyebrow genuinely impressed that the teenager had come up with something so advanced, "Amazing…" he muttered.

Peter smirked, narrowing his eyes to watch Daredevil study the device; the boy had at least a dozen homemade spider-tracers on his person so Matt shouldn't have had a problem tracking him down. The Queen's born vigilante had whipped up the tracers just in case he should lose track of somebody, like a criminal or a super villain. Ever since his Uncle Ben's killer had managed to slip straight through his fingers he had refused to let anybody else, he wouldn't make the same mistake again.

His spider-sense shook him from his reverie, alerting him to the creature making vain and wild attempts to claw at him but its reach was just shy of landing. Shooting out two web-lines, connecting them with both of the vampire's arms, Peter hollered.

"Whoooeeee! We got ourselves a rodeo! Get the girl to a hospital! I'll keep sparkles here busy!" Peter shouted back behind him as loud as he could manage.

Daredevil narrowed his eyes, trying to desperately follow the red mass in a background of black but turned towards the severely injured woman on the hard ground. The sight he was met with was quite a surprising one, to say the least. The stranger had already strapped the girl to his back and was seated on a rather large black and silver motorcycle, where he had gotten such a sweet ride from was anyone's guess.

He turned his attention to Matt, "I'll get her to safety. It's faster this way, but the next time you see me I won't be going home empty handed" the stranger cryptically said before riding off like a bat out of hell.

Matt scowled not quite knowing what he had meant but turned back to attempt to spot Spider-Man and the vampire, the Hell's Kitchen vigilante had no such luck and silently cursed to himself. The stranger had left to help the woman so at least they could trust him to some extent, but Peter was left fending off a creature from ancient folklore all by himself. Daredevil set his jaw as he took off in a steady sprint, scaling buildings by way of his billy club, trying to desperately strengthen the signal of the tracking device. Pumping his arms and running as fast as his legs would carry him, Matt was determined to find his friend and aid him in any way possible.

He knew Peter was perfectly capable of handling himself, he had heard the rumours surrounding Grand Central Station. After three days without a sighting of Spider-Man, Matt guessed the kid was resting, hell he would've had to after surviving the Hulk. The kid would be fine, the kid would be fine.

At least that was what he kept telling himself…

* * *

**Author's Note:** I've been dropping hints here and there and it's happened but just who is this demonic murderer? Who's the guy dressed in black with the katana blades? Will Aunt May find out Peter is Spider-Man? And Gwen! She totally got a job! At least she'll be a lot closer to Peter in terms of keeping an eye on him, oh and as if that weren't enough... Spider-Girl and She-Hulk... nuff' said.


End file.
